[•] ISSUE CLOSES ON - Farmico Cold Chain & Logistics

LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUEPANTOMATH CAPITAL ADVISORS PRIVATE LIMITED406-408, Keshva Premises, Behind Family Court, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 Tel: +9121 6194 6725Fax: +9121 2659 8690Website: www.pantomathgroup.comEmail: [email protected] Grievance Id: [email protected] Person: Saahil KinkhabwalaSEBI Registration No:INM000012110

BIGSHARE SERVICES PRIVATE LIMITED Bharat Tin Works building, 1st floorOpp. Vasant Oasis,Andheri East Mumbai - 400 059 Tel: + 91 21 626 38200Fax: +91 21 62638299Email: [email protected] Investor Grievance Email: [email protected] Website: www.bigshareonline.comContact Person: Jibu JohnSEBI Registration Number: INR000001385

ISSUE PROGRAMMEISSUE OPENS ON : [•] ISSUE CLOSES ON : [•]

Draft ProspectusDated: 30 June, 2017

Please read Section 26 of the Companies Act, 2013 100% Fixed Price Issue

FARMICO COLD STORAGE LIMITEDOur Company was originally incorporated as “Wadhwani Cold Storage & Ice Plant Private Limited” as a Private Limited Company under the provision of Companies Act, 1956 vide Certificate of Incorporation dated September 19, 1989 bearing registration No. 11-53536 issued by the Registrar of Companies, Maharashtra, Mumbai. The name of our Company was changed to “Farmico Cold Storage and Ice Plant Private Limited” on October 13, 2015 vide a Certificate of Incorporation pursuant to change of name issued by the Registrar of Companies, Mumbai, Maharashtra. Subsequently the name of our Company was changed to “Farmico Cold Storage Private Limited” on November 06, 2015 vide a Certificate of Incorporation pursuant to change of name issued by the Registrar of Companies, Mumbai, Maharashtra. Subsequently our Company was converted into a public limited company pursuant to special resolution passed by the members in extraordinary general meeting held on October 20, 2016 and the name of our Company was changed to “Farmico Cold Storage Limited” vide a Certificate of Incorporation consequent upon conversion to public dated November 23, 2016, issued by Registrar of Companies, Mumbai, Maharashtra,. The Corporate Identitification number of our Company is U63002MH1989PLC053536..For details of Incorporation, Change of Name and Registered Office of our Company, please refer to chapter titled ‘General Information’ and ‘Our History and Certain Other Corporate Matters’ beginning on page 62 and 145 respectively of this Draft Prospectus

Registered Office: Off No.1006, 10th Floor, Hubtown Solaris, N.S Phadke Road, Saiwadi, Near Gokhle Fly Over, Andheri(E), Maharashtra 400069 India Tel. No.: 022-26843826 Fax No.:N.A

Corporate Office: APMC Market Yard, Kalamna Market, Nagpur, Maharashtra 440008Tel. No.: 0712-2790585 Fax No.:N.A

Contact Person: Namrata Batavia, Company Secretary and Compliance Officer Email: [email protected] Website: www.farmico.co.in

PROMOTERS OF OUR COMPANY: CHANDRAPRAKASH WADHWANI, PRAKASH WADHWANI, GEETA WADHWANI AND VIDHI WADHWANI

THE ISSUEPUBLIC ISSUE OF UPTO 12,00,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH (“EQUITY SHARES”) OF FARMICO COLD STORAGE LIMITED (THE “COMPANY”) FOR CASH AT A PRICE OF RS. [·] PER EQUITY SHARE, INCLUDING A SHARE PREMIUM OF RS. [·] PER EQUITY SHARE (THE “ISSUE PRICE”), AGGREGATING RS. [·] LAKHS (“THE ISSUE”) OF WHICH [·] EQUITY SHARES OF FACE VALUE RS. 10/- EACH FOR CASH AT A PRICE OF RS. [·] PER EQUITY SHARE, AGGREGATING RS. [·] LAKHS WILL BE RESERVED FOR SUBSCRIPTIONS BY THE MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. NET ISSUE OF [·] EQUITY SHARES OF FACE VALUE OF RS. 10 EACH FOR CASH AT A PRICE OF RS. [·] PER EQUITY SHARE, AGGREGATING RS. [·] LAKHS IS HEREINAFTER REFERED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE [·]% AND [·]% RESPECTIVELY OF THE FULLY DILUTED POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH AND THE ISSUE PRICE OF RS. [·] IS [·] TIMES OF THE FACE VALUE OF THE EQUITY SHARES.

In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, All potential investors shall participate in the Issue through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is invited to the chapter titled “Issue Procedure” beginning on page 316 of this Draft Prospectus. A copy will be delivered for registration to the Registrar as required under Section 26 of the Companies Act, 2013.THE ISSUE IS BEING MADE IN ACCORDANCE WITH CHAPTER XB OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED FROM TIME TO TIME (“SEBI (ICDR) REGULATIONS”). For further details please refer the chapter titled ‘The Issue’ beginning on page 60 of this Draft Prospectus.

RISKS IN RELATION TO FIRST ISSUEThis being the first public Issue of our Company, there has been no formal market for our Equity Shares. The face value of the Equity Shares of our Company is Rs.10 and the Issue price of Rs. [·] per Equity Share is [·] times of the face value. The Issue Price (as determined by our Company in consultation with the Lead Manager as stated in the chapter titled ‘Basis for Issue Price’ beginning on page 102 of this Draft Prospectus) should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and this Issue, including the risks involved. The Equity Shares Issued in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Prospectus. Specific attention of the investors is invited to the section titled ‘Risk Factors’ beginning on page 18 of this Draft Prospectus.

ISSUER’S ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to our Company and this Issue, which is material in the context of this Issue, that the information contained in this Draft Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading, in any material respect.

LISTINGThe Equity Shares of our Company offered through this Draft Prospectus are proposed to be listed on the SME platform of BSE Limited (“BSE”). In terms of the Chapter XB of the SEBI (ICDR) Regulations 2009, as amended from time to time. Our Company has received an approval letter dated [●] from BSE Limited for using its name in this issue document for listing of our shares on the SME Platform of BSE Limited. For the purpose of this issue, SME Platform of the BSE Limited shall be the Designated Stock Exchange.

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Contents

SECTION I – GENERAL .................................................................................................................... 3

DEFINITION AND ABBREVIATION .......................................................................................... 3

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ............................. 15

FORWARD LOOKING STATEMENT ....................................................................................... 17

SECTION II – RISK FACTORS ....................................................................................................... 18

SECTION III – INTRODUCTION ................................................................................................... 41

SUMMARY OF OUR INDUSTRY ............................................................................................... 41

SUMMARY OF OUR BUSINESS................................................................................................. 47

SUMMARY OF OUR FINANCIAL STATEMENT ................................................................... 50

THE ISSUE ..................................................................................................................................... 60

GENERAL INFORMATION ........................................................................................................ 62

CAPITAL STRUCTURE ............................................................................................................... 70

OBJECTS OF THE ISSUE ............................................................................................................ 90

BASIS OF ISSUE PRICE ............................................................................................................ 102

STATEMENT OF POSSIBLE TAX BENEFITS ...................................................................... 106

SECTION IV – ABOUT THE COMPANY .................................................................................... 109

OUR INDUSTRY .......................................................................................................................... 109

OUR BUSINESS ........................................................................................................................... 127

KEY INDUSTRY REGULATIONS AND POLICIES .............................................................. 138

OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS ................................. 145

OUR MANAGEMENT ................................................................................................................ 149

OUR PROMOTER AND PROMOTER GROUP ...................................................................... 162

OUR GROUP COMPANIES ....................................................................................................... 168

RELATED PARTY TRANSACTIONS ...................................................................................... 173

DIVIDEND POLICY .................................................................................................................... 174

SECTION V – FINANCIAL STATEMENTS ................................................................................ 175

FINANCIAL STATEMENTS AS RE-STATED ........................................................................ 175

MANAGEMENT‟S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATION ....................................................................................................... 266

FINANCIAL INDEBTNESS ........................................................................................................ 276

SECTION VI – LEGAL AND OTHER INFORMATION ........................................................... 277

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ............................ 277

GOVERNMENT AND OTHER STATUTORY APPROVALS ............................................... 289

OTHER REGULATORY AND STATUTORY DISCLOSURES ............................................ 294

SECTION VII – ISSUE INFORMATION ..................................................................................... 308

TERMS OF THE ISSUE .............................................................................................................. 308

ISSUE STRUCTURE ................................................................................................................... 313

ISSUE PROCEDURE ................................................................................................................... 316

RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ....................... 358

SECTION VIII – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION .......................... 362

SECTION IX – OTHER INFORMATION .................................................................................... 410

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................. 410

SECTION X - DECLARATION ..................................................................................................... 411

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The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as

amended (U.S. Securities Act‖) or any state securities laws in the United States of America and may

not be offered or sold within the United States or to, or for the account or benefit of, ―U.S. Persons

(as defined in Regulation S), except pursuant to exemption from, or in a transaction not subject to, the

registration requirements of the U.S. Securities laws. Accordingly the Equity Shares are being offered

and sold only outside the United States in offshore transaction in reliance on Regulation S under the

U.S Securities Act and the applicable laws of the jurisdiction where those offers and sale occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other

jurisdiction outside India and may not be offered or sold, and application may not be made by persons

in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

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SECTION I – GENERAL

DEFINITION AND ABBREVIATION

In this Draft Prospectus, unless the context otherwise requires, the terms and abbreviations stated

hereunder shall have the meanings as assigned therewith.

Company Related Terms

Term Description

AOA / Articles / Articles of

Association

Articles of Association of Farmico Cold Storage Limited, as amended

from time to time.

Audit Committee The committee of the Board of Directors constituted as the Company‘s

Audit Committee in accordance with Section 177 of the Companies

Act, 2013.

Bankers to the Company Such banks which are disclosed as Bankers to the Company in the

chapter titled ―General Information‖ on page 62 of this Draft

Prospectus.

Board of Directors/ the

Board / our Board

The Board of Directors of Farmico Cold Storage Limited, including all

duly constituted Committee(s) thereof.

Company Secretary and

Compliance Officer The Company Secretary & Compliance Officer of our Company

being Namrata Batavia.

―Farmico Cold Storage

Limited ‖ or ―Farmico Cold

Storage‖, ―FCSL‖ or ―the

Company‖ ,or ―our

Company‖ or ―we‖, ―us‖,

―our‖, or ―Issuer‖ or the

―Issuer Company‖

Unless the context otherwise requires, refers to Farmico Cold Storage

Limited, a public limited Company incorporated under the Companies

Act, 1956

Director(s) Director(s) of Farmico Cold Storage Limited, unless otherwise

specified

Equity Shareholders Persons/ Entities holding Equity Shares of our Company

Equity Shares Equity Shares of our Company of face value of Rs. 10 each fully paid

up unless otherwise specified in the context thereof

Group Companies Such Companies as are included in the chapter titled ‗Our Group

Companies‘ beginning on page 168 of this Draft Prospectus.

ISIN International Securities Identification Number. In this case being [●]

MOA / Memorandum /

Memorandum of

Association

Memorandum of Association of our Company, as amended from time

to time.

Peer Reviewed Auditor Independent Auditor having a valid Peer Reviewed Certificate in our

case being CPM & Associates, Chartered Accountants

Promoter Group Includes such persons and entities are constituting our promoter group

in terms of Regulation 2(1) (zb) of the SEBI (ICDR) Regulations and as

enlisted in the chapter titled ―Our Promoter and Promoter Group‖

beginning on page 162 of this Draft Prospectus.

The Promoter Group of our Company does not include Rajesh

Wadhwani, Suresh Wadhwani , Maya Chhabriya

Shakuntala Totlani , Sarla Rawlani , Kanchan Nagpal , Sneha Ahirkar ,

Shradha Dua, Rakesh Sharma, Sangeeta Sharma, Vidhan Sharma,

Kaushalya Bajaj ,Varsha Lund and/or any entity(ies) in which these

persons, severally or jointly may have an interest

―Promoter‖ or ―our

Promoter‖

Promoter of our Company being Prakash Wadhwani, Chandraprakash

Wadhwani, Geeta Wadhwani and Vidhi Wadhwani.

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Term Description

Registered Office The Registered office of our Company situated at Off No - 1006 ,10th

Floor, Hubtown Solaris, N.S Phadake Road, Saiwadi, Near Gokhle Fly

Over, Andheri (E) Mumbai MH 400069 IN

RoC / Registrar of

Companies

The Registrar of Companies, Mumbai 100, Everest, Marine Drive,

Mumbai-400002, Maharashtra, India

Shareholders Shareholders of our Company

―Statutory Auditor‖ /

―Auditor‖

The Statutory Auditor of our Company CPM & Associates, Chartered

Accountants.

―you‖, ―your‖ or ―yours‖ Prospective investors in this Issue

Issue Related Terms

Term Description

Acknowledgement Slip The slip or document issued by the Designated Intermediary to an

Applicant as proof of registration of the Application.

Allocation/ Allocation of

Equity Shares

The Allocation of Equity Shares of our Company pursuant to Issue of

Equity Shares to the successful Applicants

Allot/ Allotment/ Allotted Unless the context otherwise requires, issue and/ allotment of Equity

Shares of our Company pursuant to the Issue to successful Applicants.

Allotment Advice Note or advice or intimation of Allotment sent to the Applicants who

have been allotted Equity Shares after the Basis of Allotment has been

approved by the Designated Stock Exchange.

Allottee(s) Successful Applicant(s) to whom Equity Shares of our Company have

been allotted.

Applicant Any prospective investor who makes an application for Equity Shares

of our Company through ASBA in terms of the Draft Prospectus. (All

the applicants should make application through ASBA only).

Application

An indication to make an offer during the Issue Period by an Applicant

pursuant to submission of an Application Form, to subscribe for or

purchase our Equity Shares at Issue Price, including all revisions and

modifications thereto, to the extent permissible under the SEBI ICDR

Regulations

Application Amount The number of Equity Shares applied for and as indicated in the

Application Form multiplied by the price per Equity Share payable by

the Applicants on submission of the Application Form.

Application Collecting

Intermediaries / Designated

Intermediaries

1. an SCSB, with whom the bank account to be blocked, is

maintained

2. a syndicate member (or sub-syndicate member), if any

3. a stock broker registered with a recognised stock exchange (and

whose name is mentioned on the website of the stock exchange as

eligible for this activity) (‗broker‘)

4. a depository participant (‗DP‘) (whose name is mentioned on the

website of the stock exchange as eligible for this activity)

5. a registrar to an issue and share transfer agent (‗RTA‘) (whose

name is mentioned on the website of the stock exchange as eligible

for this activity)

Application Form The form, whether physical or electronic, in terms of which the

Applicant shall make an application to subscribe to the Equity Shares

of our Company.

Application Supported by

Blocked Amount / ASBA

An application, whether physical or electronic, used by all Applicants

to make application authorizing a SCSBs to block the application

amount in the ASBA Account maintained with such SCSBs.

ASBA Account Account maintained by an ASBA applicant with SCSBs which will be

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Term Description

blocked by such SCSBs to the extent of the appropriate Application

Amount and as defined in the Application Form.

ASBA Application

Location(s) / Specified

Cities

Locations at which ASBA Applications can be uploaded by the SCSBs,

namely Mumbai, New Delhi, Chennai, Kolkata and Nagpur.

Banker(s) / Refund Banker

to the Issue/Public Issue

Banker(s)

The banks which are clearing members and registered with SEBI as

Banker to the Issue with whom the Public Issue Account and Refund

Account will be opened and in this case being ICICI Bank Limited

Basis of Allotment The basis on which the Equity Shares will be allotted to successful

applicants under the issue and which is described in the chapter titled

"Issue Procedure‖ beginning on page 316 of this Draft Prospectus.

Broker Centres Broker centres notified by the Stock Exchanges, where the Applicants

can submit the Application Forms to a Registered Broker. The details

of such broker centres, along with the names and contact details of the

Registered Brokers, are available on the website of the BSE on the

following link:-

http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.asp

x?expandable=6

CAN or Confirmation of

Allocation Note

The note or advice or intimation sent to each successful Applicant

indicating the Equity Shares which will be Allotted, after approval of

Basis of Allotment by the Designated Stock Exchange.

Client ID Client Identification Number maintained with one of the Depositories

in relation to Demat account.

Collecting Centres

Centres at which the Designated Intermediaries shall accept the

Application Forms, being the Designated SCSB Branch for SCSBs,

Specified Locations for Syndicate, Broker Centres for Registered

Brokers, Designated RTA Locations for RTAs and Designated CDP

Locations for CDPs

Collecting Depository

Participant or CDP

A depository participant as defined under the Depositories Act, 1996,

registered with SEBI and who is eligible to procure Applications at the

Designated CDP Locations in terms of circular no.

CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by

SEBI

Controlling Branches of

SCSBs

Such branches of the SCSBs which co-ordinate Applications under this

Issue made by the Applicants with the Lead Manager, the Registrar to

the Issue and the Stock Exchanges, a list of which is provided on

http://www.sebi.gov.in or at such other website as may be prescribed

by SEBI from time to time.

Demographic Details The demographic details of the Applicants such as their Address, PAN,

Occupation and Bank Account details.

Depositories

Depositories registered with SEBI under the Securities and Exchange

Board of India (Depositories and Participants) Regulations, 1996, as

amended from time to time, being NSDL and CDSL

Depository Participant/DP A depository participant as defined under the Depositories Act, 1996.

Designated CDP Locations Such centres of the CDPs where Applicant can submit the Application

Forms. The details of such Designated CDP Locations, along with

names and contact details of the Collecting Depository Participants

eligible to accept Application Forms are available on the website of the

Stock Exchanges (www.nseindia.com and www.bseindia.com) and

updated from time to time

Designated Date The date on which the amount blocked by the SCSBs is transferred

from the ASBA Accounts to the Public Issue Account or the amount is

http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=6

http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=6

http://www.sebi.gov.in/

http://www.nseindia.com/

http://www.bseindia.com/

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Term Description

unblocked in the ASBA Account, as appropriate, after the issue is

closed, following which the equity shares shall be allotted to the

successful applicants in terms of this Draft Prospectus.

Designated RTA Locations Such centres of the RTAs where Applicants can submit the Application

Forms. The details of such Designated RTA Locations, along with the

names and contact details of the RTAs are available on the website of

the Stock Exchanges (www.nseindia.com and www.bseindia.com) and

updated from time to time

Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Application

Form from the ASBA Applicant and a list of which is available on

http://www.sebi.gov.in/sebiweb/home/detail/32791/no/List-of-Self-

Certified-Syndicate-Banks-under-the-ASBA-facility

Designated Stock Exchange SME Exchange of BSE Limited

Draft Prospectus The Draft Prospectus dated June 30, 2017 issued in accordance with

Section 26 of the Companies Act, 2013 and filed with BSE under SEBI

(ICDR) Regulations.

Eligible NRI NRIs from such jurisdiction outside India where it is not unlawful to

make an offer or invitation under the Issue and in relation to whom this

Draft Prospectus constitutes an invitation to subscribe for the Equity

Shares offered herein on the basis of the terms thereof.

FII / Foreign Institutional

Investors

Foreign Institutional Investor (as defined under SEBI (Foreign

Institutional Investors) Regulations, 1995, as amended) registered with

SEBI under applicable laws in India.

First/Sole Applicant The Applicant whose name appears first in the Application Form or

Revision Form.

General Information

Document

The General Information Document for investing in public issues

prepared and issued in accordance with the circular

(CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by SEBI.

Issue Agreement The agreement dated May 22, 2017 between our Company and the

Lead Manager, pursuant to which certain arrangements are agreed to in

relation to the Issue.

Issue Closing Date The date on which issue closes for subscription; in this case being [●]

Issue Opening Date The date on which issue opens for subscription; in this case being [●]

Issue Period The period between the Issue Opening Date and the Issue Closing Date

inclusive of both days and during which prospective Applicants can

submit their Applications.

Issue Price The price at which Equity Shares are being issued and allotted by our

Company under this Draft Prospectus being Rs. [●] per Equity Share of

face value of Rs. 10 each fully paid.

Issue Proceeds Proceeds to be raised by our Company through this Issue being Rs [●]

for further details please refer chapter title “Objects of the Issue‖


Issue/ Issue Size/ Initial

Public Issue/ Initial Public

Offer/ Initial Public

Offering/ IPO

Public Issue of 12,00,000 Equity Shares of face value Rs. 10 each fully

paid of Farmico Cold Storage Limited for cash at a price of Rs. [●]per

Equity Share (the ―Issue Price‖) (including a premium of Rs. [●]per

Equity Share) aggregating up to Rs [●]Lakhs.

Listing Agreement The Equity Listing Agreement to be signed between our Company and

the SME Platform of BSE Limited

LM / Lead Manager The Lead Manager for the Issue being Pantomath Capital Advisors

Private Limited, SEBI registered Category I Merchant Banker.

Market Maker Market Maker appointed by our Company from time to time, in this

case being Pantomath Stock Brokers Private Limited who has agreed to

http://www.nseindia.com/


http://www.sebi.gov.in/sebiweb/home/detail/32791/no/List-of-Self-Certified-Syndicate-Banks-under-the-ASBA-facility


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Term Description

receive or deliver the specified securities in the market making process

for a period of three years from the date of listing of our Equity Shares

or for any other period as may be notified by SEBI from time to time

Market Maker Reservation

Portion

The reserved portion of [●] Equity Shares of face value of Rs. 10 each

fully paid at an Issue Price of Rs. [●] each to be subscribed by Market

Maker in this Issue.

Market Making Agreement The Market Making Agreement dated May 22, 2017 between our

Company, Lead Manager and Market Maker.

Mutual Fund(s) Mutual fund(s) registered with SEBI pursuant to the SEBI (Mutual

Funds) Regulations, 1996, as amended from time to time.

Net Issue The Issue (excluding the Market Maker Reservation Portion) of [●]

Equity Shares of face value Rs. 10/- each fully paid of Farmico Cold

Storage Limited for cash at a price of Rs. [●]/- per Equity Share (the

―Issue Price‖) aggregating up to Rs. [●] Lakhs.

Net Proceeds The Issue Proceeds, less the Issue related expenses, received by the

Company.

NIF National Investment Fund set up by resolution F. No. 2/3/2005-DD-II

dated November 23, 2005 of Government of India published in the

official Gazette of India.

Non Institutional Investors

or NIIs

All Applicants, including Category III FPIs that are not QIBs

(including Anchor Investors) or Retail Individual Investors, who have

apply for Equity Shares for an amount of more than Rs. 200,000 but

not including NRIs other than Eligible NRIs

Other Investors Investors other than Retail Individual Investors. These include

individual applicants other than retail individual investors and other

investors including corporate bodies or institutions irrespective of the

number of specified securities applied for.

Overseas Corporate Body /

OCB

Overseas Corporate Body means and includes an entity defined in

clause (xi) of Regulation 2 of the Foreign Exchange Management

(Withdrawal of General Permission to Overseas Corporate Bodies

(OCB‘s) Regulations 2003 and which was in existence on the date of

the commencement of these Regulations and immediately prior to such

commencement was eligible to undertake transactions pursuant to the

general permission granted under the Regulations. A company,

partnership, society or other corporate body owned directly or

indirectly to the extent of at least 60% by NRIs, including overseas

trusts, in which not less than 60% of beneficial interest is irrevocably

held by NRIs directly or indirectly and which was in existence on

October 3, 2003 and immediately before such date had taken benefits

under the general permission granted to OCBs under FEMA. OCBs are

not allowed to invest in this Issue.

Person or Persons Any individual, sole proprietorship, unincorporated association,

unincorporated organization, body corporate, corporation, Company,

partnership firm, limited liability partnership firm, joint venture, or

trust or any other entity or organization validly constituted and/or

incorporated in the jurisdiction in which it exists and operates, as the

context requires

Prospectus The Prospectus, to be filed with the RoC in accordance with the

provisions of Section 26 of the Companies Act, 2013 containing , inter-

alia, the issue size, the issue opening and closing dates and other

information

Public Issue Account The Bank Account opened with the Public Issue Banker(s) to this Issue

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Term Description

i.e. ICICI Bank Limited under Section 40 of the Companies Act, 2013

to receive monies from the SCSBs from the bank accounts of the

ASBA Applicants on the Designated Date.

Public Issue Account

Agreement

An agreement entered into on May 22, 2017 between our Company,

Lead Manager, Bankers and Refund Banker to the Issue and Registrar

to the Issue for collection of the application amounts on the terms and

condition thereof.

Qualified Institutional

Buyers or QIBs

Qualified Institutional Buyers as defined under Regulation 2(1)(zd) of

the SEBI (ICDR) Regulations 2009

Refund Account Account from which Application monies to be refunded to the

applicants

Refund Bank/Refund

Banker

Bank which is/are clearing member(s) and registered with the SEBI as

Bankers to the Issue at which the Refund Account will be opened, in

this case being ICICI Bank Limited

Registered Broker Individuals or companies registered with SEBI as ―Trading Members‖

(except Syndicate/Sub-Syndicate Members) who hold valid

membership of either BSE or NSE having right to trade in stocks listed

on Stock Exchanges, through which investors can buy or sell securities

listed on stock exchanges, a list of which is available on

http://www.bseindia.com/members/MembershipDirectory.aspx&https:/

/www1.nseindia.com/membership/dynaContent/find_a_broker.htm

Registrar / Registrar to the

Issue / RTI

Registrar to the Issue being Bigshare Services Private Limited having

registered office at E/2, Ansa Industrial Estate, Sakivihar Road, Saki

Naka, Andheri (East), Mumbai – 400072, Maharashtra, India

Registrar and Share

Transfer Agents or RTAs

Registrar and share transfer agents registered with SEBI and eligible to

procure Applications at the Designated RTA Locations in terms of

circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10,

2015 issued by SEBI

Reservation Portion The portion of the Issue reserved for category of eligible Applicants as

provided under the SEBI ICDR Regulations, 2009

Reserved Category /

Categories

Categories of persons eligible for making application under reservation

portion.

Retail Individual

Investors/RIIs

Individual applicants (including HUFs in the name of Karta and

Eligible NRIs) who have applied for an amount less than or equal to

Rs.2,00,000 in this Issue.

Revision Form The Form used by Applicants to modify the quantity of Equity Shares

in any of their Application Forms or any Previous Revision Form(s)

SEBI (Foreign Portfolio

Investor) Regulations

Securities and Exchange Board of India (Foreign Portfolio Investors)

Regulations, 2014.

SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 and includes the

agreement to be entered into between our Company and the Stock

Exchange in relation to listing of Equity Shares on such Stock

Exchange.

Self Certified Syndicate

Bank or SCSB

A Bank which is registered with SEBI under SEBI (Bankers to an

Issue) Regulations, 1994 and offers services of ASBA including

blocking of bank account, a list of which is available on

http://www.sebi.gov.in/sebiweb/home/detail/32791/no/List-of-Self-

Certified-Syndicate-Banks-under-the-ASBA-facility

SME Exchange SME Platform of the BSE Limited

SME Platform of BSE The SME Platform of BSE for listing of Equity Shares offered under

Chapter XB of the SEBI (ICDR) Regulations which was approved by

http://www.bseindia.com/members/MembershipDirectory.aspx

https://www1.nseindia.com/membership/dynaContent/find_a_broker.htm

https://www1.nseindia.com/membership/dynaContent/find_a_broker.htm



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Term Description

SEBI as an SME Exchange on September 27, 2011

Specified Locations

Collection centres where the SCSBs shall accept application forms, a

list of which is available on the website of the SEBI (www.sebi.gov.in)

and updated from time to time.

Underwriter (s) Pantomath Capital Advisors Private Limited

Underwriting Agreement The Agreement dated May 22, 2017 entered into between the

Underwriter and our Company.

Working Days (i) Till Application / Issue closing date: All days other than a Saturday,

Sunday or a Public holiday;

(ii) Post Application / Issue closing date and till the Listing of Equity

Shares: All trading days of stock exchanges excluding Sundays and

bank holidays in accordance with the SEBI circular no.

SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016

Technical and Industry Terms

Term Description

ARMs Additional Revenue Measures

ASPIRE A scheme for Promoting Innovation and Rural Entrepreneurs

BBB Better Business Bureaus

BSE Bombay Stock Exchange

BSE SENSEX Sensex is an index; market indicator of the position of stock that is listed

in the BSE (Bombay Stock Exchange)

CAGR Compound Annual Growth Rate

CAP Corrective Action Plan

CGTMSE Credit Guarantee Trust Fund for Micro and Small Enterprises

CLCSS Credit Linked Capital Subsidy Scheme

CPI Consumer Price Index

Credit Suisse Credit Suisse Business Analytics India

CSO Central Statistics Office

DAC Department of Agriculture & Cooperation, Ministry of Agriculture

EMDEs Emerging Market and Developing Economies

EMEs Emerging Market Economies

FDI Foreign Direct Investment

FPI Foreign Portfolio Investment

FHEL Fresh and Healthy Enterprises

FPOs Farmer Producer Organisations

FTWZ Freetrade Warehousing Zones

FY Financial Year

GDP Gross Domestic Product

GST Goods and Services Tax

GVA Gross Value Added

IBEF India Brand Equity Foundation

IIP Index of Industrial Production

IMF International Monetary Fund

JV Joint Venture

LSPs Logistics Service Providers


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Term Description

MAT Minimum Alternative Tax

M-o-M Month-On-Month

MSECDP Micro and Small Enterprises- Cluster Development Programme

MSMEs Micro, Small and Medium Enterprises

MT Metric Tonne or Tons

MYEA Mid-Year Economic Analysis

NCCD National Centre For Cold- Chain Development

OIL Oil India Limited

ONGC Oil and Natural Gas Corporation

PC Pay Commission

PMEGP Prime Minister‘s Employment Generation Programme

PPP Purchasing Power Parity

RIRI Rational Investor Ratings Index

SFURTI Scheme of Fund for Regeneration of Traditional Industries

SMEs Small And Medium Enterprises

UAM Udyog Aadhaar Memorandum

UAN Udyog Aadhaar Number

US Fed United States Federal Reserve

US$/ US dollar United States Dollar, the official currency of United States of America

US/ U.S./ USA United States of America

WEO World Economic Outlook

WPI Wholesale Price Index

Conventional and General Terms / Abbreviations

Term Description

A.Y./AY Assessment Year

A/C Account

AGM Annual General Meeting

AIF Alternative Investment Fund as defined in and registered with SEBI

under the Securities and Exchange Board of India (Alternative

Investments Funds) Regulations, 2012

AoA Articles of Association

AS/Accounting Standard Accounting Standards as issued by the Institute of Chartered

Accountants of India

ASBA Application Supported by Blocked Amount

BIFR Board for Industrial and Financial Reconstruction

BSE BSE Limited

CAGR Compounded Annual Growth Rate

Category I Foreign

Portfolio Investors

FPIs who are registered as - Category I foreign portfolio investors under

the SEBI FPI Regulations

Category II Foreign

Portfolio Investors

FPIs who are registered as - Category II foreign portfolio investors under

the SEBI FPI Regulations

Category III Foreign

Portfolio Investors

FPIs who are registered as - Category III foreign portfolio investors

under the SEBI FPI Regulations

CC Cash Credit

CDSL Central Depository Services (India) Limited

CENVAT Central Value Added Tax

CFO Chief Financial Officer

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Term Description

CIN Corporate Identification Number

Cm Centimetre

CMD Chairman and Managing Director

Companies Act Companies Act, 1956 (without reference to the provisions thereof that

have ceased to have effect upon notification of the Notified Sections)

and the Companies Act, 2013.

Companies Act, 2013 The Companies Act, 2013, to the extent in force pursuant to the

notification of the notified sections

CS Company Secretary

CST Central Sales Tax

Depositories NSDL (National Securities Depository Limited) and CDSL (Central

Depository Services Limited); Depositories registered with the SEBI

under the Securities and Exchange Board of India (Depositories and

Participants) Regulations, 1996, as amended from time to time

Depositories Act The Depositories Act, 1996, as amended from time to time.

DGFT Directorate General of Foreign Trade

DIN Director Identification Number

DIPP Department of Industrial Policy & Promotion

DP Depository Participant

DP ID Depository Participant‘s Identity

EBIDTA Earnings before interest, depreciation, tax, amortization and

extraordinary items

ECS Electronic Clearing System

EGM Extraordinary General Meeting

EPFA The Employees‗ Provident Funds and Miscellaneous Provisions Act,

1952

EPS Earnings Per Share

ESIC Employee State Insurance Corporation

ESOP Employee Stock Option Plan

ESPS Employee Stock Purchase Scheme

F.Y./FY Financial Year

FCNR Account Foreign Currency Non Resident Account

FDI Foreign Direct Investment

FEMA Foreign Exchange Management Act 1999, as amended from time to time

and the regulations framed there under

FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)

Regulations, 1995, as amended from time to time.

FII(s) Foreign Institutional Investor, as defined under the FII Regulations and

registered with the SEBI under applicable laws in India

FIPB The Foreign Investment Promotion Board, Ministry of Finance,

Government of India

FIs Financial Institutions

FPI(s) Foreign Portfolio Investor means a person who satisfies the eligibility

criteria prescribed under regulation 4 and has been registered under

Chapter II of Securities And Exchange Board Of India (Foreign

Portfolio Investors) Regulations, 2014, which shall be deemed to be an

intermediary in terms of the provisions of the SEBI Act,1992

Ft Foot

FV Face Value

FVCI Foreign Venture Capital Investor registered under the Securities and

Exchange Board of India (Foreign Venture Capital Investor)

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Term Description

Regulations, 2000

GAAP Generally Accepted Accounting Principles

GDP Gross Domestic Product

GIR Number General Index Registry number

GoI/ Government Government of India

HNI High Networth Individual

HUF Hindu Undivided Family

I. T. Act The Income Tax Act, 1961, as amended.

ICAI Institute of Chartered Accountants of India

ICDR Regulations/ SEBI

Regulations/ SEBI

(ICDR)

Regulations/Regulations

SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009

as amended from time to time

IFRS International Financial Reporting Standards

Indian GAAP Generally Accepted Accounting Principles in India

INR Indian National Rupee

IPO Initial Public Offering

IRDA Insurance Regulatory and Development Authority

IT Authorities Income Tax Authorities

IT Rules The Income Tax Rules, 1962, as amended from time to time

Key Managerial

Personnel / KMP

The officers declared as a Key Managerial Personnel and as mentioned

in the chapter titled ―Our Management‖ beginning on page 149 of this

Draft Prospectus

KVA Kilovolt-ampere

Listing Regulations /

SEBI Listing Regulations/

SEBI (LODR)

Regulations

Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015

LM Lead Manager

Ltd. Limited

MD Managing Director

MICR Magnetic Ink Character Recognition

Mn Million

MoA Memorandum of Association

MoF Ministry of Finance, Government of India

MoU Memorandum of Understanding

N/A or N.A. Not Applicable

NAV Net Asset Value

NBFC Non Banking Finance Company

Net Worth The aggregate of the paid up share capital, share premium account, and

reserves and surplus (excluding revaluation reserve) as reduced by the

aggregate of miscellaneous expenditure (to the extent not adjusted or

written off) and the debit balance of the profit and loss account

NI Act Negotiable Instruments Act, 1881

NOC No Objection Certificate

NR Non Resident

NRE Account Non Resident (External) Account

NRI Non Resident Indian, is a person resident outside India, who is a citizen

of India or a person of Indian origin and shall have the same meaning as

ascribed to such term in the Foreign Exchange Management (Deposit)

Regulations, 2000, as amended from time to time

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Term Description

NRO Account Non Resident Ordinary Account

NSDL National Securities Depository Limited

OCB Overseas Corporate Bodies

p.a. per annum

P/E Ratio Price Earnings Ratio

PAN Permanent Account Number

PAT Profit After Tax

PBT Profit Before Tax

Pvt. Private

QIB Qualified Institutional Buyer

RBI Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934, as amended from time to time

RoC Registrar of Companies

RoNW Return on Net Worth

Rs. / INR Indian Rupees

SCRA Securities Contracts (Regulation) Act, 1956 as amended from time to

time

SCRR Securities Contracts (Regulation) Rules, 1957

SCSB Self Certified Syndicate Bank

SEBI Securities and Exchange Board of India

SEBI Act Securities and Exchange Board of India Act, 1992, as amended from

time to time

SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds)

Regulations, 2012

SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)

Regulations, 1995

SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)

Regulations, 2014

SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital

Investors) Regulations, 2000

SEBI Insider Trading

Regulations

The SEBI (Prohibition of Insider Trading) Regulations, 2015, as

amended from time to time, including instructions and clarifications

issued by SEBI from time to time

SEBI Takeover

Regulations /Takeover

Regulations / Takeover

Code

Securities and Exchange Board of India (Substantial Acquisition of

Shares and Takeovers) Regulations, 2011

SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund)

Regulations, 1996 as repealed pursuant to the SEBI AIF Regulations

Sec Section

SICA Sick Industrial Companies (Special Provisions) Act, 1985, as amended

from time to time

SME Small Medium Enterprise

SSI Undertaking Small Scale Industrial Undertaking

Stock Exchange (s) SME Platform of BSE Limited

STT Securities Transaction Tax

Sub-Account Sub-accounts registered with SEBI under the SEBI (Foreign Institutional

Investor) Regulations, 1995, other than sub-accounts which are foreign

corporate or foreign individuals.

TAN Tax Deduction Account Number

TIN Taxpayers Identification Number

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Term Description

TNW Total Net Worth

TRS Transaction Registration Slip

U.S. GAAP Generally accepted accounting principles in the United States of

America

u/s Under Section

UIN Unique Identification Number

UOI Union of India

US/ U.S. / USA/United

States United States of America

USD or US$ or $ United States Dollar, the official currency of the United States of

America

UV Ultraviolet

VAT Value Added Tax

VCF / Venture Capital

Fund

Foreign Venture Capital Funds (as defined under the Securities and

Exchange Board of India (Venture Capital Funds) Regulations, 1996)

registered with SEBI under applicable laws in India.

w.e.f. With effect from

WDV Written Down Value

WTD Whole-time Director

YoY Year over year

Notwithstanding the following: -

i. In the section titled ―Main Provisions of the Articles of Association‖ beginning on page 362 of

this Draft Prospectus, defined terms shall have the meaning given to such terms in that section;

ii. In the section titled ―Financial Statements‖ beginning on page 175 of this Draft Prospectus,

defined terms shall have the meaning given to such terms in that section;

iii. In the section titled ―Risk Factors‖ beginning on page 18 of this Draft Prospectus, defined terms

shall have the meaning given to such terms in that section;

iv. In the chapter titled ―Statement of Possible Tax Benefits‖ beginning on page 106 of this Draft

Prospectus, defined terms shall have the meaning given to such terms in that chapter; and

v. In the chapter titled ―Management‘s Discussion and Analysis of Financial Condition and Results

of Operations‖ beginning on page 266 of this Draft Prospectus, defined terms shall have the

meaning given to such terms in that chapter.

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PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

All references to ―India‖ are to the Republic of India and all references to the ―Government‖ are to the

Government of India.

FINANCIAL DATA

Unless stated otherwise, the financial data included in this Draft Prospectus are extracted from the

restated financial statements of our Company, prepared in accordance with the applicable provisions

of the Companies Act, Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as

stated in the report of our Peer Reviewed Auditor, set out in the section titled ―Financial Statements

as Restated‖ beginning on page 175 this Draft Prospectus. Our restated financial statements are

derived from our audited financial statements prepared in accordance with Indian GAAP and the

Companies Act, and have been restated in accordance with the SEBI (ICDR) Regulations.

Our fiscal year commences on April 1of each year and ends on March 31 of the next year. All

references to a particular fiscal year are to the 12 month period ended March 31st of that year. In this

Draft Prospectus, any discrepancies in any table between the total and the sums of the amounts listed

are due to rounding-off. All decimals have been rounded off to two decimal points.

There are significant differences between Indian GAAP, IFRS and US GAAP. The Company has not

attempted to quantify their impact on the financial data included herein and urges you to consult your

own advisors regarding such differences and their impact on the Company‘s financial data.

Accordingly to what extent, the financial statements included in this Draft Prospectus will provide

meaningful information is entirely dependent on the reader‘s level of familiarity with Indian

accounting practices / Indian GAAP. Any reliance by persons not familiar with Indian Accounting

Practices on the financial disclosures presented in this Draft Prospectus should accordingly be limited.

Any percentage amounts, as set forth in ―Risk Factors‖, ―Our Business‖, ―Management‘s Discussion

and Analysis of Financial Condition and Results of Operations‖ and elsewhere in this Draft

Prospectus unless otherwise indicated, have been calculated on the basis of the Company‘s restated

financial statements prepared in accordance with the applicable provisions of the Companies Act,

Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as stated in the report of our

Peer Reviewed Auditor, set out in the section titled ―Financial Statements as Restated‖ beginning on

page 175 of this Draft Prospectus.

CURRENCY OF PRESENTATION

In this Draft Prospectus, references to ―Rupees‖ or ―Rs.‖ or ―INR‖ are to Indian Rupees, the official

currency of the Republic of India. All references to ―$‖, ―US$‖, ―USD‖, ―U.S. $‖or ―U.S. Dollars‖ are

to United States Dollars, the official currency of the United States of America.

All references to ‗million‘ / ‗Million‘ / ‗Mn‘ refer to one million, which is equivalent to ‗ten lacs‘ or

‗ten lakhs‘, the word ‗Lacs / Lakhs / Lac‘ means ‗one hundred thousand‘ and ‗Crore‘ means ‗ten

million‘ and ‗billion / bn./ Billions‘ means ‗one hundred crores‘.

INDUSTRY AND MARKET DATA

Unless stated otherwise, Industry and Market data and various forecasts used throughout this Draft

Prospectus have been obtained from publically available information, Industry Sources and

Government Publications.

Industry Sources as well as Government Publications generally state that the information contained in

those publications has been obtained from sources believed to be reliable but their accuracy and

completeness and underlying assumptions are not guaranteed and their reliability cannot be assured.

Although we believe that industry data used in this Draft Prospectus is reliable, it has not been

independently verified by the Lead Managers or our Company or any of their affiliates or advisors.

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on

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various factors, including those discussed in the section titled ‖Risk Factors‖ on page 18 of this Draft

Prospectus. Accordingly, investment decisions should not be based solely on such information.

Further, the extent to which the industry and market data presented in this Draft Prospectus is

meaningful depends on the reader‘s familiarity with and understanding of the methodologies used in

compiling such data. There are no standard data gathering methodologies in the industry in which we

conduct our business, and methodologies and assumptions may vary widely among different industry

sources.

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FORWARD LOOKING STATEMENT

This Draft Prospectus contains certain ―forward-looking statements‖. These forward looking

statements can generally be identified by words or phrases such as ―aim‖, ―anticipate‖, ―believe‖,

―expect‖, ―estimate‖, ―intend‖, ―objective‖, ―plan‖, ―project‖, ―shall‖, ―will‖, ―will continue‖, ―will

pursue‖ or other words or phrases of similar meaning. Similarly, statements that describe our

strategies, objectives, plans or goals are also forward-looking statements. All forward looking

statements are subject to risks, uncertainties and assumptions about us that could cause actual results

and property valuations to differ materially from those contemplated by the relevant forward looking

statement.

Important factors that could cause actual results to differ materially from our expectations include, but

are not limited to the following:-

• General economic and business conditions in the markets in which we operate and in the local,

regional, national and international economies;

• Changes in laws and regulations relating to the sectors/areas in which we operate;

• Increased competition in the Industry which we operate;

• Factors affecting the Industry in which we operate;

• Our ability to meet our capital expenditure requirements;

• Fluctuations in operating costs;

• Our ability to attract and retain qualified personnel;

• Changes in political and social conditions in India, the monetary and interest rate policies of India

and other countries;

• Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;

• The performance of the financial markets in India and globally;

• Any adverse outcome in the legal proceedings in which we are involved;

• Our failure to keep pace with rapid changes in technology;

• The occurrence of natural disasters or calamities;

• Other factors beyond our control;

• Our ability to manage risks that arise from these factors;

• Changes in government policies and regulatory actions that apply to or affect our business.

For a further discussion of factors that could cause our actual results to differ, refer to section titled

―Risk Factors‖ and chapter titled ―Management‘s Discussion and Analysis of Financial Condition and

Results of Operations‖ beginning on pages 18 and 266 respectively of this Draft Prospectus. By their

nature, certain market risk disclosures are only estimates and could be materially different from what

actually occurs in the future. As a result, actual future gains or losses could materially differ from

those that have been estimated.

Future looking statements speak only as of the date of this Draft Prospectus. Neither we, our

Directors, Lead Manager, Underwriter nor any of their respective affiliates have any obligation to

update or otherwise revise any statements reflecting circumstances arising after the date hereof or to

reflect the occurrence of underlying events, even if the underlying assumptions do not come to

fruition. In accordance with SEBI requirements, the LM and our Company will ensure that investors

in India are informed of material developments until the grant of listing and trading permission by the

Stock Exchange.

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SECTION II – RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all the

information in this Draft Prospectus, including the risks and uncertainties described below, before

making an investment in our Equity Shares. In making an investment decision, prospective investors

must rely on their own examination of our Company and the terms of this offer including the merits

and risks involved. Any potential investor in, and subscriber of, the Equity Shares should also pay

particular attention to the fact that we are governed in India by a legal and regulatory environment in

which some material respects may be different from that which prevails in other countries. The risks

and uncertainties described in this section are not the only risks and uncertainties we currently face.

Additional risks and uncertainties not known to us or that we currently deem immaterial may also

have an adverse effect on our business. If any of the following risks, or other risks that are not

currently known or are now deemed immaterial, actually occur, our business, results of operations and

financial condition could suffer, the price of our Equity Shares could decline, and you may lose all or

part of your investment. Additionally, our business operations could also be affected by additional

factors that are not presently known to us or that we currently consider as immaterial to our

operations.

To obtain a better understanding, you should read this section in conjunction with the chapters titled

―Our Business‖ beginning on page 127, ―Our Industry‖ beginning on page 109 and ―Management‘s

Discussion and Analysis of Financial Condition and Results of Operations‖ beginning on page 266

respectively, of this Draft Prospectus as well as other financial information contained herein.

The following factors have been considered for determining the materiality of Risk Factors:

Some events may not be material individually but may be found material collectively;

Some events may have material impact qualitatively instead of quantitatively;

Some events may not be material at present but may have material impact in future.

The financial and other related implications of risks concerned, wherever quantifiable, have been

disclosed in the risk factors mentioned below. However, there are risk factors where the impact may

not be quantifiable and hence the same has not been disclosed in such risk factors. Unless otherwise

stated, the financial information of our Company used in this section is derived from our restated

financial statements prepared in accordance with Indian GAAP and the Companies Act and restated in

accordance with the SEBI ICDR Regulations. Unless otherwise stated, we are not in a position to

specify or quantify the financial or other risks mentioned herein. For capitalized terms used but not

defined in this chapter, refer to the chapter titled ―Definitions and Abbreviation‖ beginning on page 3

of this Draft Prospectus. The numbering of the risk factors has been done to facilitate ease of reading

and reference and does not in any manner indicate the importance of one risk factor over another.

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The risk factors are classified as under for the sake of better clarity and increased understanding:

Internal Risks

Business Related

1. Our Company, Promoters and Group Companies are currently involved in certain legal

and taxation related proceedings which are currently pending at various stages with

relevant statutory authorities. Any adverse rulings or decisions in such proceedings by such

authorities against our Company, promoters and group companies may render us liable to

liabilities and penalties and may adversely affect our business and results of operations.

Our Company, its promoters and group companies are involved in certain tax related

proceedings involving Income Tax Proceedings. They have been issued notices under Income

Tax Act, 1961 and related proceedings are pending with relevant statutory authorities at

various jurisdictions. We have filed a Writ Petition No. 6552/ 2016 dated October 14, 2016

under Article 226 and 227 of Constitution of India being aggrieved by the impugned

communication dated August 24, 2016 passed by the Chief Fire Officer, Department of Fire

Prevention and Emergency Services, Nagpur Municipal Corporation, Nagpur rejecting the

grant of Fire NOC to us. Our Promoter Chandraprakash Wadhwani was a complainant in the

case of Sachin Satrughan Pandey v. State of Maharashtra which is currently disposed off by

Supreme Court hence not part of table provided below. Our Group Company - Wadhwani

Commodities Limited is also part of certain customs proceedings which are currently

pending.

Also, we cannot assure you that, we, our promoters, our directors or Group Company may not

face legal proceedings in future; any adverse decision in such legal proceedings may impact

our business and results of operations. For further details in relation to legal proceedings

involving our Company, Promoters, Directors, Group Company please refer the chapter titled

―Outstanding Litigations and Material Developments‖ on page [●] of this Draft Prospectus.

Except as mentioned above, there are no legal proceedings by or against our Company,

Directors, Promoters and Group Company. A classification of legal proceedings is mentioned

below:

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.Name of

Entity

Criminal

Proceedin

gs

Civil/

Arbitrati

on

Proceedin

gs

Tax

Proceedin

gs

Labou

r

Disput

es

Consume

r

Complai

nts

Compla

ints

under

Section

138 of

NI Act,

1881

Aggregate

amount

involved (Rs.

In lakhs)

Company

By the

Compan

y

Nil 1 Nil Nil Nil Nil Not

Ascertainable

Against

the

Compan

y

Nil Nil 5 Nil Nil Nil

18.21

Promoters

By the

Promote

r


4.62

Against

the

Promote

r


0.74

Group Companies

By

Group

Compani

es


181.93

Against

Group

Compani

es


13.40

Directors other than promoters

By the

Directors Nil Nil Nil Nil Nil Nil Nil

Against

the

Directors

Nil Nil Nil Nil Nil Nil Nil

2. We require a number of approvals, NOCs, licenses, registrations and permits in the

ordinary course of our business. Some of these approvals are required to be transferred in

the name of “Farmico Cold Storage Limited” from its earlier names pursuant to

conversion and name change of our company and any failure or delay in obtaining such

approvals or renewal of the same in a timely manner may adversely affect our operations.

We require a number of approvals, licenses, registrations and permits in ordinary course of

our business. Additionally, we need to apply for renewal of approvals which expire, from

time to time, as and when required in the ordinary course. We were a private limited company

in the name of ―FARMICO COLD STORAGE PRIVATE LIMITED‖. After complying with

the relevant provisions and procedures of Companies Act, 2013, the Company was converted

into public limited company, followed by the name change of the Company to ―FARMICO

COLD LIMITED‖. We shall be taking necessary steps for transferring the approvals in new

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name of our company. In case we fail to transfer/obtain the same in name of the company

same may adversely affect our business or we may not be able to carry our business.

Employees State Insurance Certificate is currently not traceable by the company and we are

yet to apply for few Government approvals such as Udyog Aadhar Memorandum/

Entrepreneurs Memorandum for setting micro, small and medium Enterprise, Professsion Tax

Registration Certificte and consent to establish the unit for a product at a particular storage

capacity issued by State Pollution Control Board.

Any failure to apply for and obtain the required approvals, licences, registrations or permits in

a timely manner, or any suspension or revocation of any of the approvals, licences,

registrations and permits would result in a delay in the our business operations which could

otherwise adversely affect our financial condition, results of operations and prospects of the

Company. We cannot assure you that the approvals, licences, registrations and permits issued

to us would not be suspended or revoked in the event of non-compliance or alleged non-

compliance with any terms or conditions thereof, or pursuant to any regulatory action. In

addition to same, our failure to comply with existing or increased regulations, or the

introduction of changes to existing regulations, could adversely affect our business and results

of operations.

For further details, please refer the chapter titled ―Government and Other Statutory

Approvals‖ on page 289 of this Draft Prospectus

3. We provide cold storage facilities for various commodities like fruits, spices, vegetables and

dairy products which are perishable in nature. We are exposed to risk of spoilage of

commodities, which may adversely affect our business prospects, results of operations and

financial condition.

We provide cold storage facility for various commodities like fruits, vegetables and dairy

products. These commodities are to be stored in requisite temperature and conditions at our

facility. In the event that these commodities are not appropriately stored and handled under

proper conditions, the quality of commodities may be affected, which may result into spoilage

or contamination. We are required to maintain the requisite standard for storage of products

under controlled atmospheric temperature and moisture level. We achieve this through

generally accepted refrigeration methods through condensers. If our products stored by us are

found to be contaminated or reported to be associated with any contamination incidents, our

reputation, business, prospects, financial condition and results of operations could be

materially and adversely affected. There can be no assurance that we will succeed in avoiding

any such incident of contamination during the storing of our products in the future. In addition

to product liability claims, if our products are found to be contaminated, we may be subject to

regulatory actions. Such spoilage or contamination may adversely affect our reputation in

market and also affect our business prospects, results of operation and financial condition.

4. Other well established players in cold storage industry have integrated approach to their

business.

We are operating in a fragmented industry where market dominance is dependent on areas we

serve. Currently we operate at Nagpur and avail business from near catchment of around 30

kilometers. Other well established players have integrated cold storing model where they

provide end to end solutions from road logistics to supply chain management from various

locations. Competition from such players may directly affect our market share in and around

our targeted area. Our revenue from operations, cash flows and profits may not show growth

and may also show down trend if we are not able to sustain with increasing integrated

approach.

5. We face several risks associated with the setting up of our new cold storage.

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A significant portion of net proceeds from the Issue is allocated for capital expenditure for

setting up cold storage. We may encounter cost overruns or delays for various reasons

including delays in construction, delay in receiving approvals and non-delivery of equipment

by suppliers. If the cold storage proposed to be set up is not completed in a timely manner, or

at all, our business and results of operations may be adversely affected. Further, our budgeted

resources may prove insufficient to meet our requirements which could drain our internal

accruals or compel us to raise additional capital which may not be available on terms

favourable to us or at all. In addition: we may not be able to recruit skilled and experienced

manpower to set-up and operate our new cold storage in a timely manner; and the

warehouse(s) we set-up may not achieve anticipated levels of profitability. Any one, or a

combination of these factors, could undermine the objects of this Issue and hamper our

growth. The occurrence of any such event could adversely affect our business, financial

condition, and results of operations

6. The Company is yet to place orders for 100% of the plant &machinery for our proposed

object, as specified in the Objects of the Issue. Any delay in placing orders, procurement of

plant & machinery may delay our implementation schedule and may also lead to increase

in price of these plant & machinery, further affecting our revenue and profitability.

Although we have identified the type of plant and machinery required to be bought for our

proposed manufacturing facility, we are yet to place orders for 100% of the plant &

machinery worth Rs. 2025.42 lakhs as detailed in the ―Objects of the Issue‖ beginning on

page 90 of this Draft Prospectus. These are based on our estimates and on third-party

quotations, which are subject to a number of variables, including possible cost overruns,

changes in management‘s views of the desirability of current plans, change in supplier of

equipments, among others, which may have an adverse effect on our business and results of

operations. Further, we cannot assure that we would be able to procure these plant and

machinery, or procure the same within budgeted costs and timelines. Delays in acquisition of

the same could result in the cost and time overrun in the implementation of the Project, which

would have a material adverse affect on our business, results of operations and financial

condition. For further details, please refer to the chapter titled ―Objects of the Issue‖


7. We are yet to acquire land on which one of our cold storage is proposed to be set up

We propose to use issue proceeds for setting up an integrated cold storage facility in Nagpur

and one at Mumbai. We have currently acquired land in Mumbai and land in Nagpur by lease

from our Promoters. We are yet to acquire land on which one of our cold storage is proposed

to be set up at Nagpur. We have identified land at APMC Market Yard, Nagpur, nearby our

existing facility. Any delay in identification or acquisition of land at Nagpur may hinder our

operations. Non approval from regulatory authorities with regards to such acquisition may

lead to delay in implementation of our project which in turn would affect our revenue from

operations, profit and cash flow.

8. Our proposed objects to the issue shall be funded through a mix of debt, equity and government grant.

Our Issue shall be funded from mix of debt, equity and government grant. Our Company has

received in principle clearance from Syndicate Bank amounting to Rs. 1,500.00 lakhs and

government grant vide grant letter dated April 17, 2017 from Ministry of Food Processing for

partly funding and setting up of cold storage facilities, machineries and purchase of

refrigeration trucks as envisaged in the objects of the issue, the release of same is subject to

various condition and receipt of sanction as well as disbursement of funds. Till date our

Company has not deployed any amounts except deployment in preoperative expenses. The

proposed schedule of implementation of the objects of the Issue is based on our

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management‘s estimates. If the schedule of implementation is delayed, we may face time and

cost overruns which would affect our revenue from operations, profit margin and cash flows.

9. Delay in schedule of implementation may subject our Company to risks related to time and

cost overrun which may have a material adverse effect on our business, results of

operations and financial condition.

Our Company is currently proposing to set up integrated cold storage facility. For further

details regarding to our proposed project, please refer the chapter titled "Objects of the Issue"

on page 90 of this Draft Prospectus. We may face risks relating to the commissioning of our

project including delays to construction timetables, failure to complete the projects within our

estimated budget, failure of our contractors and suppliers to adhere to our specifications and

timelines, and changes in the general economic and financial conditions in India. We have

limited control over the timing and quality of services, equipment or other supplies from third

party contractors and/or consultants appointed by us, and we may be required to incur

additional unanticipated costs to remedy any defect or default in their services or products to

ensure that the planned timelines are adhered to. Further as and when we commission our

planned project, our material requirements and costs as well as our staffing requirements and

employee expenses may increase and we may face other challenges in extending our financial

and other controls to our new units as well as in realigning our management and other

resources and managing our consequent growth.

In the event that the risks and uncertainties discussed above or any other unanticipated risks,

uncertainties, contingencies or other events or circumstances limit or delay our efforts to use

the Net Proceeds to achieve the planned growth in our business, the use of the Net Proceeds

for purposes identified by our management may not result in actual growth of our business,

increased profitability or an increase in the value of your investment in our Equity Shares.

10. The industry in which we operate is highly dependent on catchment area we serve.

We operate in cold storage industry which is highly dependent on catchment area we serve.

Currently we operate from APMC Market Yard, Nagpur and our major revenue is generated

by storing commodities and goods stored by traders in this area. Our market has geographical

constraint as transportation expense plays a vital role in our industry. Traders prefer to have

economies of scale and reduce transportation cost of transporting the commodities to our cold

storage and thus, we are highly dependent on traders around Nagpur area. Such constraint

may affect our revenue from operations, profit and cash flows.

11. The objects of the Issue for which funds are being raised have not been appraised by any

bank or financial institution. Any variation in the estimates could affect our growth

prospects.

Our funding requirement for setting up integrated cold storage facility is based on

management estimates and has not been appraised by any bank or financial institution. Our

funding requirements are based on our current business plan and may vary based on various

factors including macroeconomic changes. In view of the dynamic nature of the industry in

which we operate, we may have to revise our business plan from time to time and,

consequently, the funding requirement and, the utilization of proceeds from the Issue may

also change. This may also include re-scheduling the proposed utilization of Net Proceeds at

the discretion of our management. We may make necessary changes to the utilisation of Net

Proceeds in such cases in conformity with the provisions of the Companies Act in relation to

the change in the objects in a public issue. In the event of any variations in actual utilization

of funds earmarked for the above activities, any increased fund deployment for a particular

activity may be met from funds earmarked from any other activity and/or from our internal

accruals. Further, any such revision in the estimates may require us to revise our projected

expenditure and may have a bearing on our expected revenues and earnings.

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12. The shortage or non-availability of power facilities may adversely affect our business

operation and also our results of operations and financial condition.

Our business of providing cold storage facility requires substantial amount of power facilities.

Expenditure on electricity constitutes 9.74% of our total revenue for the period ended

December 31, 2016 based on restated standalone financial results. The quantum and nature of

power requirements of our industry and Company is such that it cannot supplemented /

augmented by alternative / independent sources of power supply since it involves significant

capital expenditure and per unit cost of electricity produced is very high in view of increasing

oil prices and other constraints. We are mainly dependent on State Government for meeting

our electricity requirements. Any defaults or non compliance of the conditions may render us

liable for termination of the agreement or any future changes in the terms of the agreement

may lead to increased costs, thereby affecting the profitability. Further, since we are majorly

dependent on third party power supply; there may be factors beyond our control affecting the

supply of power.

Any disruption / non availability of power shall directly affect our production which in turn

shall have an impact on profitability and turnover of our Company.

13. Our business operations involve handling and storage of hazardous materials. Risks

arising from the same may result in damages to life and property, as also exposure to

litigations.

Our Company is engaged in providing cold storage facility require handling hazardous

materials including toxic and combustible materials. We are also required to obtain several

licenses and approvals for the storage and handling of such materials, which in turn impose

several obligations and restrictions on our Company. If improperly handled or subjected to

less than optimal conditions, these materials could harm employees and other persons, cause

damage to life and to property and harm the environment. This in turn could subject our

Company to significant penalties including closure of our manufacturing units and / or

litigation which may have an adverse effect on our business and financial operations. For a

description of the regulations and laws applicable to our Company in this regard, please refer

to the chapter titled ―Key Industry Regulations and Policies‖ beginning on page 138 of this

Draft Prospectus. Our cold storage facility is exposed to risks of leaks and spills of ammonia

which is considered to be toxic gas. We believe that modern ammonia refrigeration systems

are designed to avoid the accidental release of ammonia, leaks and spills. To avoid such

accident, proper staff training is essential. We believe that our emergency plans are effective

and employees understand their role and are ready to implement the plan when needed. Any

such mishaps may adversely affect our profits, revenue from operations and cash flows.

14. The business in which we operate is highly seasonal and such seasonality may affect our

operating results.

Our business is seasonal in nature. Our Company is engaged providing cold storage facility

our business supplies/operations relates to agricultural sector which is dependent on weather

conditions which are uncertain. Our business is influenced by the traditional crop seasons i.e.

Rabi and Kharif in India. The agriculture sector in India depends on monsoon for cultivation.

Rainfall usually occurs during Kharif season and hence, the timing and seasonality of rainfall

has an impact on the business of our Company. Thus, we are subject to seasonal factors,

which make our operational results very unpredictable.

Due to the inherent seasonality of our business, results of one reporting period may not be

necessarily comparable with preceding or succeeding reporting periods.

Sometimes, even if there is a slight change in timing of rain fall, the revenue from operations

will get deferred from one reporting period to another reporting period and therefore results of

even full financial year may not necessarily be comparable to the other financial year.

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15. The average cost of acquisition of Equity Shares by our Promoters could be lower than

Issue Price.

Our Promoters average cost of acquisition of Equity Shares in our Company may be lower

than the Issue Price as may be decided by the Company in consultation with the Lead

Manager. For further details regarding average cost of acquisition of Equity Shares by our

Promoters in our Company and build-up of Equity Shares by our Promoters in our Company,

please refer to chapter titled ―Capital Structure‖ beginning on page 70 of this Draft

Prospectus, respectively.

16. We do not own the premises on which our cold storage facility and registered office are

located.

We do not own the premises on which our cold storage facility and registered office are

located. The registered office situated at Munbai, Maharashtra is taken on lease from our

Group Company Farmico Commodities Limited, which is valid for a period of 60 months

from February 01, 2017. The cold storage facilities of our Company situated at APMC

Market Yard, Kalamna Market, Nagpur, Maharashtra 440008 is taken on lease from

Agriculture Produce Market Committee Nagpur for a period of 30 years from March 05,

2012. Further land for our proposed cold storage facility is situated at Khasra No. 20/1-A and

20/2-A at Lihigaon, Kamptee, Nagpur is taken on lease from our Promoter, Prakash

Wadhwani and Chandraprakash Wadhwani for a period of 30 years from October 01, 2016

and other proposed cold storage facility situated at Plot No. C-98, Thane Trans Creel, MIDC,

Mahape is taken on lease from Maharashtra Industrial Development Corporation for a period

of 30 years from June 19, 2017. If we do not comply with certain conditions of the lease, the

lessor may terminate the lease, which could have an adverse affect on our operations and

there can be no assurance that renewal of lease agreement with the owner will be entered into.

In the event of non-renewal of lease, we may be required to shift our registered office/cold

storage facilities to a new location and there can be no assurance that the arrangement we

enter into in respect of new premises would be on such terms and conditions as the present

one.

17. Our Company had negative cash flow in from operating activities, investing activities and

financing activities in the past years, details of which are given below. Sustained negative

cash flow could impact our growth and business.

Our Company had negative cash flows in the previous year(s) as per the Restated Standalone

Financial Statements and the same are summarized as under:

Amount (Rs. in Lakhs)

Particulars Decembe

r 31,

2016

March

31, 2016

March

31, 2015

March

31, 2014

March

31, 2013

March

31, 2012

Cash Flow from /

(used in) Operating

Activities

98.83 132.55 (381.05) 212.63 156.13 185.35

Cash Flow from /

(used in) Investing

Activities

25.70 142.35 39.03 46.70 (80.13) (172.71)

Cash Flow from /

(used in) Financing

Activities

(106.87) (263.93) 342.55 (261.14) (74.58) (9.47)

Our Company had negative cash flows in the previous year(s) as per the Restated

Consolidated Financial Statements and the same are summarized as under:

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Amount (Rs. in Lakhs)

Particulars Decembe

r 31,

2016

March

31, 2016

March

31, 2015

March

31, 2014

March

31, 2013

March

31, 2012

Cash Flow from /

(used in) Operating

Activities

(637.40) (598.94) (385.35) 212.63 156.13 185.35

Cash Flow from /

(used in) Investing

Activities

(152.69) 489.54 426.08 46.70 (80.13) (172.71)

Cash Flow from /

(used in) Financing

Activities

662.72 317.29 (0.40) (261.14) (74.58) (9.47)

Cash flow of a company is a key indicator to show the extent of cash generated from

operations to meet capital expenditure, pay dividends, repay loans and make new investments

without raising finance from external resources. If we are not able to generate sufficient cash

flows in future, it may adversely affect our business and financial operations.

18. There may be Conflicts of interest arising out of common business undertaken by our

Company, Promoters and our Group Companies.

Our Group Companies, Farmico Cold Chain Private Limited, Kunal Cold Storage Private

Limited and Arome Cold Chain Private Limited are authorized to carry similar activities as

those conducted by our Company. As a result, conflicts of interests may arise in allocating

business opportunities amongst our Company, and our Group Companies in circumstances

where our respective interests diverge. In cases of conflict, our Promoters may favour other

companies in which our Promoters have interests. There can be no assurance that our

Promoters or our Group Companies or members of the Promoter Group will not compete with

our existing business or any future business that we may undertake or that their interests will

not conflict with ours. Any such present and future conflicts could have a material adverse

effect on our reputation, business, results of operations and financial condition.

19. Our Promoters and Directors may have interest in our Company, other than

reimbursement of expenses incurred or remuneration.

Our Promoters and Directors may be deemed to be interested to the extent of the Equity

Shares held by them, or their relatives or our Group Entities, and benefits deriving from their

directorship in our Company. Our Promoters are interested in the transactions entered into

between our Company and themselves as well as between our Company and our Group

Entities. For further details, please refer to the chapters titled ―Our Business‖ and ―Our

Promoters, Promoter‘s Group and Group Companies‖, beginning on pages 162 and 168

respectively and Annexure Related Party Transactions‖ under chapter titled ―Financial

Statements‖ beginning on page 175 of the Draft Prospectus.

20. The Promoter Group of our Company does not include Rajesh Wadhwani, Suresh

Wadhwani, Maya Chhabriya, Shakuntala Totlani, Sarla Rawlani, Kanchan Nagpal, Sneha

Ahirkar, Shradha Dua, Kaushalya Bajaj, Varsha Lund, Rakesh Sharma, Sangeeta Sharma

and Vidhan Sharma and/or any entity(ies) in which these persons may have an interest.

The Promoter Group of our Company does not include certain relatives of our Promoters,

Rajesh Wadhwani, Suresh Wadhwani, Maya Chhabriya, Shakuntala Totlani, Sarla Rawlani,

Kanchan Nagpal, Sneha Ahirkar, Shradha Dua, Kaushalya Bajaj, Varsha Lund, Rakesh

Sharma, Sangeeta Sharma and Vidhan Sharma and/or any entity(ies) in which they severally

or jointly may have an interest. Over Company has sent a letter to each relative demanding

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their personal documents for identification of promoter group. As no further correspondence

from them have been received we have disassociated them from our Promoter and Promoter

Group. Further the said person through their respective declaration has expressed their

unwillingness to be constituted under the ―Promoter Group‖ of the Company and has

requested that consequently their entities should not be considered to be part of the ―Promoter

Group‖ and ―Group Companies‖. Therefore, though there are no formal disassociation

agreements they are not treated as part of Promoter group and the disclosures made in this

Draft Prospectus are limited to the extent of information that has been made available by our

Promoters in relation to Promoter Group and Group Companies.

21. In past there are certain instances of delay in statutory filings under Companies Act, 1956

and the Companies Act, 2013.

The Companies Act 1956 and The Companies Act, 2013 have prescribed certain timelines in

connection with filing of documents with the Registrar of Companies. There have been

certain instances wherein there has been a delay in filing of forms/compliances with Registrar

of Companies. Our Company has made payment of additional charges in the instances of

delay as prescribed under the Companies Act. We cannot assure you that our company shall

do the filings with ROC in a timely manner. In the event, if there is substantial delay in filings

with ROC or any other nature of non compliances, ROC may levy penal actions against our

company or directors or KMP as prescribed under the Act. This may consequently have a

material adverse effect on the financials and operations of the Company.

22. Certain statutory and regulatory filings made by our Company and corporate records are

not available.

Copies of the regulatory filings made by our Company in relation to increase in authorised

capital and allotment of equity shares for the period upto 2006 are not available with our

Company. Accordingly, we will be unable to submit these records to any regulatory or other

authority, in the event we are requested or required to do so, which may adversely affect our

business and operations from compliance perspective. The information given is on the basis

of submission made by the management.

23. We have in the past entered into related party transactions and may continue to do so in the

future.

Our Company has entered into various transactions with our Promoters and Directors. While

we believe that all such transactions are conducted on arms length basis, there can be no

assurance that we could not have achieved more favorable terms had such transactions were

not entered into with related parties. Furthermore, it is likely that we will enter into related

party transactions in future. There can be no assurance that such transactions, individually or

in aggregate, will not have an adverse effect on our financial condition and results of

operation. For details on the transactions entered by us, please refer to chapter ―Related Party

Transactions‖ beginning on page 174 of the Draft Prospectus.

24. We face competition in our business from unorganized players, which may adversely affect

our business operation and financial condition.

Due to low entry barriers and many government incentives, cold storage industry is highly

fragmented. There is substantial competition from unorganized players in and around our

catchment area. The competition in this industry is generally to compete on key attributes

such as technical competence, marketing network and pricing. Some of our competitors may

have longer industry experience and greater financial, technical and other resources, which

may enable them to react faster in changing market scenario and remain competitive.

Growing competition may result in a decline in our market share and may affect our margins

which may adversely affect our business operations and our financial condition.

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25. Our insurance coverage may not be adequate to protect us against certain operating

hazards and this may have a material adverse effect on our business.

Operating and managing a business involves many risks that may adversely affect our

operations and the availability of insurance is therefore important to our operations. In

addition, our Company cannot be certain that the existing coverage will be available in

sufficient amounts to cover one or more large claims, or that our insurers will not disclaim

coverage as to any claims. A successful assertion of one or more large claims against our

Company that exceeds our available insurance coverage or that leads to adverse changes in

our insurance policies, including premium increases or the imposition of a large deductible or

coinsurance requirement, could adversely affect our financial condition and results of

operations. Our Company has not availed key man insurance policies and business

interruption / loss of profits insurance cover.

26. All our present cold storage facilities are geographically located in one area and therefore,

any localized social unrest, natural disaster or breakdown of services or any other natural

disaster in and around Nagpur could have material adverse effect on our business and


All of our present cold storage facilities are based at APMC Market yard, Kalamna Nagpur.

As a result, any localized social unrest, natural disaster, adverse weather conditions,

earthquakes, fires, explosives, power loss, or breakdown of services and utilities in and

around Nagpur could have material adverse effect on our business, financial position and

results of operations. Further, any failure of our systems or any shutdown of any part of our,

networks, operations because of operational disruptions, natural disaster or other factors,

could disrupt our services and adversely affect our result of operations and financial

condition.

27. The loss of or shutdown of operations at our cold storages may have a material adverse

effect on our business, financial condition and results of operations.

The breakdown or failure of our equipments and/ or civil structure can disrupt our schedules,

resulting in performance being below expected levels. In addition, the development or

operation of our facilities may be disrupted for reasons that are beyond our control, including

explosions, fires, earthquakes and other natural disasters, breakdown, failure or sub-standard

performance of equipment, improper installation or operation of equipment, accidents,

operational problems, transportation interruptions, other environmental risks, and labour

disputes. Our machineries may be susceptible to malfunction. If such events occur, the ability

of our facilities may be adversely affected which may affect our business, financial condition

and results of operations.

28. Our lenders have charge over our movable and immovable properties in respect of finance

availed by us.

We have secured our lenders by creating a charge over our movable and immovable

properties in respect of loans / facilities availed by us from banks and financial institutions. In

the event we default in repayment of the loans / facilities availed by us and any interest

thereof, our properties may be forfeited by lenders, which in turn could have significant

adverse affect on business, financial condition or results of operations. For further

information on the Financial Indebtedness please refer to page 276 of this Draft Prospectus.

29. Our Company has availed unsecured loans which are repayable on demand. Any demand

from lender for repayment of such unsecured loan, may adversely affect our cash flows.

As on year ended on December 31, 2016, our Company has availed unsecured loans

amounting to Rs. 64.36 lakhs from Farmico Commodities Trading Private Limited, Group

Company which is repayable on demand to that Company according to our restated

standalone financial results. Such loan is not repayable in accordance with any agreed

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repayment schedule and may be recalled by the lender at any time. Any such unexpected

demand or accelerated repayment may have a material adverse effect on our business, cash

flows and financial condition. For further details of unsecured loans of our Company, please

refer chapter titled ―Financial Indebtedness‖ on page 276 of this Draft Prospectus.

30. Our Promoters and relative of our Promoters have provided personal guarantees to certain

loan facilities availed by us, which if revoked may require alternative guarantees,

repayment of amounts due or termination of the facilities.

Our Promoters and relative of our Promoter, i.e. Suresh Wadhwani with whom our promoters

has disassociated themselves have provided personal guarantees in relation to certain loan

facilities availed of by us. Further, in the event that any of these guarantees are revoked

including guarantee from Suresh Wadhwani, the lenders for such facilities may require

alternate guarantees, repayment of amounts outstanding under such facilities, or may even

terminate such facilities. We may not be successful in procuring alternative guarantees

satisfactory to the lenders, and as a result may need to repay outstanding amounts under such

facilities or seek additional sources of capital, which may not be available on acceptable terms

or at all and any such failure to raise additional capital could affect our operations and our


31. We are subject to certain restrictive covenants in debt facilities provided to us by our

lenders.

We have entered into agreements for availing debt facilities from lenders. Certain covenants

in these agreements require us to obtain approval/permission from our lenders in certain

conditions. In the event of default or the breach of certain covenants, our lender has the option

to make the entire outstanding amount payable immediately. There can be no assurance that

we will be able to comply with these financial or other covenants or that we will be able to

obtain consents necessary to take the actions that we believe are required to operate and grow

our business.

32. Our lenders have imposed certain restrictive conditions on us under our financing

arrangements. Under our financing arrangements, we are required to obtain the prior,

written lender consent for, among other matters, changes in our capital structure. Further,

we are required to maintain certain financial ratios.

There can be no assurance that we will be able to comply with these financial or other

covenants or that we will be able to obtain the consents necessary to take the actions we

believe are necessary to operate and grow our business. Our level of existing debt and any

new debt that we incur in the future has important consequences. Any failure to comply with

these requirements or other conditions or covenants under our financing agreements that is

not waived by our lenders or is not otherwise cured by us, may require us to repay the

borrowing in whole or part and may include other related costs. Our Company may be forced

to sell some or all of its assets or limit our operations. This may adversely affect our ability to

conduct our business and impair our future growth plans. For further information, see the

chapter titled ―Financial Indebtedness‖ on page 276 of the Draft Prospectus.

Though these covenants are restrictive to some extent for us, however it ensures financial

discipline, which would help us in the long run to improve our financial performance.

33. Our success depends largely upon the services of our Directors, Promoters and other Key

Managerial Personnel and our ability to attract and retain them. Demand for Key

Managerial Personnel in the industry is intense and our inability to attract and retain Key

Managerial Personnel may affect the operations of our Company.

Our success is substantially dependent on the expertise and services of our Directors,

Promoter and our Key Managerial Personnel. They provide expertise which enables us to

make well informed decisions in relation to our business and our future prospects. Our future

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performance will depend upon the continued services of these persons. Demand for Key

Managerial Personnel in the industry is intense. We cannot assure you that we will be able to

retain any or all, or that our succession planning will help to replace, the key members of our

management. The loss of the services of such key members of our management team and the

failure of any succession plans to replace such key members could have an adverse effect on

our business and the results of our operations.

34. We may not be successful in implementing our business strategies.

The success of our business depends substantially on our ability to implement our business

strategies effectively. We have successfully executed our business strategies in the past but

there can be no guarantee that we can implement the same on time and within the estimated

budget going forward, or that we will be able to meet the expectations of our targeted

customers. Changes in regulations applicable to us may also make it difficult to implement

our business strategies. Failure to implement our business strategies would have a material

adverse effect on our business and results of operations.

35. If we are unable to source business opportunities effectively, we may not achieve our

financial objectives.

Our ability to achieve our financial objectives will depend on our ability to identify, evaluate

and accomplish business opportunities. To grow our business, we will need to hire, train,

supervise and manage new employees and to implement systems capable of effectively

accommodating our growth. However, we cannot assure you that any such employees will

contribute to the success of our business or that we will implement such systems effectively.

Our failure to source business opportunities effectively could have a material adverse effect

on our business, financial condition and results of operations. It also is possible that the

strategies used by us in the future may be different from those presently in use. No assurance

can be given that our analyses of market and other data or the strategies we use or plans in

future to use will be successful under various market conditions.

36. We could be harmed by employee misconduct or errors that are difficult to detect and any

such incidences could adversely affect our financial condition, results of operations and

reputation.

Employee misconduct or errors could expose us to business risks or losses, including

regulatory sanctions and serious harm to our reputation. There can be no assurance that we

will be able to detect or deter such misconduct. Moreover, the precautions we take to prevent

and detect such activity may not be effective in all cases. Our employees and agents may also

commit errors that could subject us to claims and proceedings for alleged negligence, as well

as regulatory actions on account of which our business, financial condition, results of

operations and goodwill could be adversely affected.

37. We have not made any alternate arrangements for meeting our capital requirements for the

Objects of the issue. Further we have not identified any alternate source of financing the

„Objects of the Issue‟. Any shortfall in raising / meeting the same could adversely affect our

growth plans, operations and financial performance.

As on date, we have not made any alternate arrangements for meeting our capital

requirements for the objects of the issue. We meet our capital requirements through our bank

finance, owned funds and internal accruals. Any shortfall in our net owned funds, internal

accruals and our inability to raise debt in future would result in us being unable to meet our

capital requirements, which in turn will negatively affect our financial condition and results of

operations. Further we have not identified any alternate source of funding and hence any

failure or delay on our part to raise money from this issue or any shortfall in the issue

proceeds may delay the implementation schedule and could adversely affect our growth plans.

For further details please refer to the chapter titled ―Objects of the Issue‖ beginning on page

90 of this Draft Prospectus.

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38. Failure or disruption of our IT and/or business resource planning systems may adversely

affect our business, financial condition, results of operations, cash flows and prospects.

We have implemented various information technology (―IT‖) and/or business resource

planning systems to cover key areas of our operations. We are dependent on technology in

relation to customer order management and dispatches, production planning and reporting,

manufacturing processes, financial accounting and scheduling raw material purchase and

shipments. We rely on our IT infrastructure to provide us with connectivity and data backup

across our locations and functions. While the business resource planning systems that we

have implemented have enabled us to improve our working capital cycles, despite an increase

in our sales over the period, we can provide no assurance that we will be able to do so in the

future.

We believe that we have deployed adequate IT disaster management systems including data

backup and retrieval mechanisms, at our manufacturing facility and registered office.

However, any failure or disruption in the operation of these systems or the loss of data due to

such failure or disruption (including due to human error or sabotage) may affect our ability to

plan, track, record and analyze work in progress and sales, process financial information,

manage our creditors, debtors and hedging positions, or otherwise conduct our normal

business operations, which may increase our costs and otherwise adversely affect our

business, financial condition, results of operations and cash flows.

39. Our ability to pay dividends in the future will depend upon our future earnings, financial

condition, cash flows, working capital requirements, capital expenditure and restrictive

covenants in our financing arrangements.

We may retain all our future earnings, if any, for use in the operations and expansion of our

business. As a result, we may not declare dividends in the foreseeable future. Any future

determination as to the declaration and payment of dividends will be at the discretion of our

Board of Directors and will depend on factors that our Board of Directors deem relevant,

including among others, our results of operations, financial condition, cash requirements,

business prospects and any other financing arrangements. Additionally, under some of our

loan agreements, we may not be permitted to declare any dividends, if there is a default under

such loan agreements or unless our Company has paid all the dues to the lender up to the date

on which the dividend is declared or paid or has made satisfactory provisions thereof.

Accordingly, realization of a gain on shareholders investments may largely depend upon the

appreciation of the price of our Equity Shares. For details of our dividend history, see

―Dividend Policy‖ on page 174 of this Draft Prospectus.

40. Within the parameters as mentioned in the chapter titled „Objects of this Issue‟ beginning

on page 90 of this Draft Prospectus, our Company‟s management will have flexibility in

applying the proceeds of this Issue. The fund requirement and deployment mentioned in

the Objects of this Issue have not been appraised by any bank or financial institution.

We intend to use entire fresh Issue Proceeds towards setting up of new integrated cold storage

facility and to meet the issue expenses. We intend to deploy the Net Issue Proceeds in

financial year 2017-18 and such deployment is based on certain assumptions and strategy

which our Company believes to implement in future. The funds raised from the fresh Issue

may remain idle on account of change in assumptions, market conditions, strategy of our

Company, etc., For further details on the use of the Issue Proceeds, please refer chapter titled

―Objects of the Issue‖ beginning on page 90 of this Draft Prospectus.

The deployment of funds for the purposes described above is at the discretion of our

Company‘s Board of Directors. The fund requirement and deployment is based on internal

management estimates and has not been appraised by any bank or financial institution.

Accordingly, within the parameters as mentioned in the chapter titled ‗Objects of the Issue‘

beginning on page 90 of this Draft Prospectus, the Management will have significant

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flexibility in applying the proceeds received by our Company from the Issue. Our Board of

Directors will monitor the proceeds of this Issue.

41. Our future funds requirements, in the form of fresh issue of capital or securities and/or

loans taken by us, may be prejudicial to the interest of the shareholders depending upon the

terms on which they are eventually raised.

We may require additional capital from time to time depending on our business needs. Any

fresh issue of shares or convertible securities would dilute the shareholding of the existing

shareholders and such issuance may be done on terms and conditions, which may not be

favourable to the then existing shareholders. If such funds are raised in the form of loans or

debt, then it may substantially increase our interest burden and decrease our cash flows, thus

prejudicially affecting our profitability and ability to pay dividends to our shareholders.

42. The deployment of funds raised through this Issue shall not be subject to any Monitoring

Agency and shall be purely dependent on the discretion of the management of our

Company.

Since the Issue size is less than Rs.1,000 Million, there is no mandatory requirement of

appointing an Independent Monitoring Agency for overseeing the deployment of utilization of

funds raised through this Issue. The deployment of these funds raised through this Issue, is

hence, at the discretion of the management and the Board of Directors of our Company and

will not be subject to monitoring by any independent agency. Any inability on our part to

effectively utilize the Issue proceeds could adversely affect our financials.

43. We depend on certain brand names and our corporate name and logo that we may not be

able to protect and/or maintain.

Our ability to market and sell our products depends upon the recognition of our brand names

and associated consumer goodwill. Currently, we do not have registered trademarks for our

own nor our corporate name and logo under the Trade Marks Act, 1999. Consequently, we do

not enjoy the statutory protections accorded to registered trademarks in India for the corporate

name and logo of our company, which is currently pending. In the absence of such

registrations, competitors and other companies may challenge the validity or scope of our

intellectual property right over these brands or our corporate name or logo. As a result, we

may be required to invest significant resources in developing new brands or names, which

could materially and adversely affect our business, financial condition, results of operations

and prospects.

44. Logo used by our Company is applied for registration by Chandraprakash Wadhwani (our

Promoter) with the registrar of trademarks, trademark registry, Mumbai.

There is no guarantee that the application for registration of our logo will be

accepted in favour of our Promoter. Even in case it is accepted, the said logo will be continue

to be registered in the name of Chandraprakash Wadhwani. Furthermore, non grant of

registration may affect our ability to protect our trademark in the event of any infringement of

our intellectual property.

In addition to same, our failure to comply with existing or increased regulations, or the

introduction of changes to existing regulations, could adversely affect our business, financial

condition, results of operations and prospects. We cannot assure you that the approvals,

licences, registrations and permits issued to us would not be suspended or revoked in the

event of non-compliance or alleged non-compliance with any terms or conditions thereof, or

pursuant to any regulatory action. The material approvals, licences or permits required for our

business include trade licence, excise and tax laws, environment laws and shops and

establishment licences, as applicable. See ―Government and other Statutory Approvals‖ on

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page 289 of this Draft Prospectus for further details on the required material approvals for the

operation of our business.

45. Our Promoters and members of the Promoter Group will continue jointly to retain majority

control over our Company after the Issue, which will allow them to determine the outcome

of matters submitted to shareholders for approval.

After completion of the Issue, our Promoters and Promoter Group will collectively own

majority of the Equity Shares. As a result, our Promoters together with the members of the

Promoter Group will be able to exercise a significant degree of influence over us and will be

able to control the outcome of any proposal that can be approved by a majority shareholder

vote, including, the election of members to our Board, in accordance with the Companies Act

and our Articles of Association. Such a concentration of ownership may also have the effect

of delaying, preventing or deterring a change in control of our Company.

In addition, our Promoters will continue to have the ability to cause us to take actions that are

not in, or may conflict with, our interests or the interests of some or all of our creditors or

minority shareholders, and we cannot assure you that such actions will not have an adverse

effect on our future financial performance or the price of our Equity Shares.

46. Changes in technology may render our current technologies obsolete or require us to make

substantial capital investments.

Modernization and technology upgradation is essential to provide better service. Although we

strive to keep our technology in line with the latest standards, we may be required to

implement new technology or upgrade the existing employed by us. Further, the costs in

upgrading our technology could be significant which could substantially affect our finances

and operations.

47. Industry information included in this Draft Prospectus has been derived from industry

reports commissioned by us for such purpose. There can be no assurance that such third-

party statistical, financial and other industry information is either complete or accurate.

We have relied on the reports of certain independent third party for purposes of inclusion of

such information in this Draft Prospectus. These reports are subject to various limitations and

based upon certain assumptions that are subjective in nature. We have not independently

verified data from such industry reports and other sources. Although we believe that the data

may be considered to be reliable, their accuracy, completeness and underlying assumptions

are not guaranteed and their dependability cannot be assured. While we have taken reasonable

care in the reproduction of the information, the information has not been prepared or

independently verified by us, or any of our respective affiliates or advisors and, therefore, we

make no representation or warranty, express or implied, as to the accuracy or completeness of

such facts and statistics. Due to possibly flawed or ineffective collection methods or

discrepancies between published information and market practice and other problems, the

statistics herein may be inaccurate or may not be comparable to statistics produced for other

economies and should not be unduly relied upon. Further, there is no assurance that they are

stated or compiled on the same basis or with the same degree of accuracy as may be the case

elsewhere. Statements from third parties that involve estimates are subject to change, and

actual amounts may differ materially from those included in this Draft Prospectus.

Issue Related

48. We have issued Equity Shares in the last twelve months, the price of which is lower than

the Issue Price.

Our Company has issued 24,00,000 Equity Shares as bonus shares in the ratio of 3 share for

every 1 share held to our shareholders during the last twelve months. For further details of

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Equity Shares issued, please refer to chapter titled, ―Capital Structure‖ beginning on page 70

of this Draft Prospectus.

49. After this Issue, the price of the Equity Shares may be highly volatile, or an active trading

market for the Equity Shares may not develop

The price of the Equity Shares on the Stock Exchanges may fluctuate as a result of the

factors, including:

a. Volatility in the Indian and global capital market;

b. Company‘s results of operations and financial performance;

c. Performance of Company‘s competitors;

d. Adverse media reports on Company or pertaining to the Industry in which we operate;

e. Changes in our estimates of performance or recommendations by financial analysts;

f. Significant developments in India‘s economic and fiscal policies; and

g. Significant developments in India‘s environmental regulations

Current valuations may not be sustainable in the future and may also not be reflective of

future valuations for our industry and our Company. There has been no public market for the

Equity Shares and the prices of the Equity Shares may fluctuate after this Issue. There can be

no assurance that an active trading market for the Equity Shares will develop or be sustained

after this Issue or that the price at which the Equity Shares are initially traded will correspond

to the price at which the Equity Shares will trade in the market subsequent to this Issue.

50. The Issue price of our Equity Shares may not be indicative of the market price of our

Equity Shares after the Issue and the market price of our Equity Shares may decline below

the issue price and you may not be able to sell your Equity Shares at or above the Issue

Price

The Issue Price of our Equity Shares has been determined by fixed price method. This price is

be based on numerous factors (For further information, please refer chapter titled ―Basis for

Issue Price‖ beginning on page 102 of this Draft Prospectus) and may not be indicative of the

market price of our Equity Shares after the Issue. The market price of our Equity Shares could

be subject to significant fluctuations after the Issue, and may decline below the Issue Price.

We cannot assure you that you will be able to sell your Equity Shares at or above the Issue

Price. Among the factors that could affect our share price include without limitation. The

following:

Half yearly variations in the rate of growth of our financial indicators, such as

earnings per share, net income and revenues;

Changes in revenue or earnings estimates or publication of research reports by

analysts;

Speculation in the press or investment community;

General market conditions; and

Domestic and international economic, legal and regulatory factors unrelated to our

performance

51. You will not be able to sell immediately on Stock Exchange any of the Equity Shares you

purchase in the Issue until the Issue receives appropriate trading permissions

The Equity Shares will be listed on the Stock Exchange. Pursuant to Indian regulations,

certain actions must be completed before the Equity Shares can be listed and trading may

commence. We cannot assure you that the Equity Shares will be credited to investor‘s demat

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accounts, or that trading in the Equity Shares will commence, within the time periods

specified in this Draft Prospectus. Any failure or delay in obtaining the approval would

restrict your ability to dispose of the Equity Shares. In accordance with section 40 of the

Companies Act, 2013, in the event that the permission of listing the Equity Shares is denied

by the stock exchanges, we are required to refund all monies collected to investors.

52. Sale of Equity Shares by our Promoter or other significant shareholder(s) may adversely

affect the trading price of the Equity Shares

Any instance of disinvestments of equity shares by our Promoter or by other significant

shareholder(s) may significantly affect the trading price of our Equity Shares. Further, our

market price may also be adversely affected even if there is a perception or belief that such

sales of Equity Shares might occur

53. There are restrictions on daily / weekly / monthly movements in the price of the Equity

Shares, which may adversely affect a shareholder‟s ability to sell, or the price at which it

can sell, Equity Shares at a particular point in time

Once listed, we would be subject to circuit breakers imposed by all stock exchanges in India,

which does not allow transactions beyond specified increases or decreases in the price of the

Equity Shares. This circuit breaker operates independently of the index-based market-wide

circuit breakers generally imposed by SEBI on Indian stock exchanges. The percentage limit

on circuit breakers is set by the stock exchanges based on the historical volatility in the price

and trading volume of the Equity Shares. The stock exchanges do not inform us of the

percentage limit of the circuit breaker in effect from time to time, and may change it without

our knowledge. This circuit breaker limits the upward and downward movements in the price

of the Equity Shares. As a result of this circuit breaker, no assurance may be given regarding

your ability to sell your Equity Shares or the price at which you may be able to sell your

Equity Shares at any particular time

External Risks

Industry Risks

54. Changes in government regulations or their implementation could disrupt our operations

and adversely affect our business and results of operations

Our business and industry is regulated by different laws, rules and regulations framed by the

Central and State Government. These regulations can be amended/ changed on a short notice

at the discretion of the Government. If we fail to comply with all applicable regulations or if

the regulations governing our business or their implementation change adversely, we may

incur increased costs or be subject to penalties, which could disrupt our operations and

adversely affect our business and results of operations

Other Risks

55. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity

Shares

Under the Income-tax Act, 1961, capital gains arising from the sale of equity shares in an

Indian company are generally taxable in India except any gain realised on the sale of shares

on a stock exchange held for more than 12 months will not be subject to capital gains tax in

India if the STT has been paid on the transaction. The STT will be levied on and collected by

an Indian stock exchange on which equity shares are sold. Any gain realised on the sale of

shares held for more than 12 months to an Indian resident, which are sold other than on a

recognised stock exchange and as a result of which no STT has been paid, will be subject to

long term capital gains tax in India. Further, any gain realised on the sale of shares on a stock

exchange held for a period of 12 months or less will be subject to short term capital gains tax.

Further, any gain realised on the sale of listed equity shares held for a period of 12 months or

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less which are sold other than on a recognised stock exchange and on which no STT has been

paid, will be subject to short term capital gains tax at a relatively higher rate as compared to

the transaction where STT has been paid in India. By way of the Finance Bill, 2017, the

Government of India has proposed to introduce certain anti-abuse measures, pursuant to

which, the aforesaid exemption from payment of capital gains tax for income arising on

transfer of equity shares shall only be available if STT was paid at the time of acquisition of

the equity shares. While the said provision has not been notified as on date, it is expected to

take effect from April 1, 2018 and will, accordingly, apply in relation to the assessment year

2018-19 and subsequent assessment years. Capital gains arising from the sale of shares will

be exempt from taxation in India in cases where an exemption is provided under a tax treaty

between India and the country of which the seller is a resident. Generally, Indian tax treaties

do not limit India‘s ability to impose tax on capital gains. As a result, residents of other

countries may be liable for tax in India as well as in their own jurisdictions on gains arising

from a sale of the shares subject to relief available under the applicable tax treaty or under the

laws of their own jurisdiction.

56. Public companies in India, including our Company, are required to prepare financial

statements under Ind AS. The transition to Ind AS in India is very recent and still unclear

and our Company may be negatively affected by such transition.

Our financial statements, including the restated financial information included in this Draft

Prospectus are prepared in accordance with Indian GAAP and restated in accordance with the

SEBI Regulations. We have not attempted to quantify the impact of IFRS or U.S. GAAP on

the financial data included in this Draft Prospectus, nor do we provide a reconciliation of our

financial statements to those of U.S. GAAP or IFRS. U.S. GAAP and IFRS differ in

significant respects from Indian GAAP. Public companies in India, including our Company,

are required to prepare annual and interim financial statements under Indian Accounting

Standard 101 ―First-time Adoption of Indian Accounting Standards‖.

On January 2, 2015, the Ministry of Corporate Affairs, Government of India (―MCA‖)

announced the revised roadmap for the implementation of Ind AS for companies other than

banking companies, insurance companies and non-banking finance companies through a press

release. On February 16, 2015, the MCA issued the Companies (Indian Accounting

Standards) Rules, 2015 (―Indian Accounting Standard Rules‖) to be effective from April 1,

2015. The Indian Accounting Standard Rules provide for voluntary adoption of Ind AS by

companies in financial year 2015 and, implementation of Ind AS will be applicable from

April 1, 2016 to companies with a net worth of ` 5,000 million or more. Additionally, Ind AS

differs in certain respects from IFRS and therefore financial statements prepared under Ind

AS may be substantially different from financial statements prepared under IFRS. There can

be no assurance that the adoption of Ind AS by our Company will not adversely affect its

results of operation or financial condition. Any failure to successfully adopt Ind AS in

accordance with the prescribed timelines may have an adverse effect on the financial position

and results of operation of our Company.

57. Significant differences exist between Indian GAAP and other accounting principles, such

as U.S. GAAP and IFRS, which may be material to the financial statements prepared and

presented in accordance with SEBI ICDR Regulations contained in this Draft Prospectus

As stated in the reports of the Peer Reviewed Auditor included in this Draft Prospectus under

chapter ―Financial Statements as Restated‖ beginning on page 175, the financial statements

included in this Prospectus are based on financial information that is based on the audited

financial statements that are prepared and presented in conformity with Indian GAAP and

restated in accordance with the SEBI ICDR Regulations, and no attempt has been made to

reconcile any of the information given in this Prospectus to any other principles or to base it

on any other standards. Indian GAAP differs from accounting principles and auditing

standards with which prospective investors may be familiar in other countries, such as U.S.

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GAAP and IFRS. Significant differences exist between Indian GAAP and U.S. GAAP and

IFRS, which may be material to the financial information prepared and presented in

accordance with Indian GAAP contained in this Prospectus. Accordingly, the degree to which

the financial information included in this Prospectus will provide meaningful information is

dependent on familiarity with Indian GAAP, the Companies Act and the SEBI ICDR

Regulations. Any reliance by persons not familiar with Indian GAAP on the financial

disclosures presented in this Prospectus should accordingly be limited.

58. Taxes and other levies imposed by the Government of India or other State Governments, as

well as other financial policies and regulations, may have a material adverse effect on our

business, financial condition and results of operations

Taxes and other levies imposed by the Central or State Governments in India that affect our

industry include:

custom duties on imports of raw materials and components;

excise duty on certain raw materials and components;

central and state sales tax, value added tax and other levies; and

Other new or special taxes and surcharges introduced on a permanent or temporary basis

from time to time.

These taxes and levies affect the cost and prices of our products and therefore demand for our

product. An increase in any of these taxes or levies, or the imposition of new taxes or levies in

the future, may have a material adverse effect on our business, profitability and financial

condition

59. The nationalized goods and services tax (GST) regimes proposed by the Government of

India may have material impact on our operations

The Government of India has proposed a comprehensive national goods and service tax

(GST) regime that will combine taxes and levies by the Central and State Governments into a

unified rate structure. Given the limited liability of information in the public domain covering

the GST we are unable to provide/ measure the impact this tax regime may have on our

operations

60. Political instability or a change in economic liberalization and deregulation policies could

seriously harm business and economic conditions in India generally and our business in

particular

The Government of India has traditionally exercised and continues to exercise influence over

many aspects of the economy. Our business and the market price and liquidity of our Equity

Shares may be affected by interest rates, changes in Government policy, taxation, social and

civil unrest and other political, economic or other developments in or affecting India. The rate

of economic liberalization could change, and specific laws and policies affecting the

information technology sector, foreign investment and other matters affecting investment in

our securities could change as well. Any significant change in such liberalization and

deregulation policies could adversely affect business and economic conditions in India,

generally, and our business, prospects, financial condition and results of operations, in

particular

61. We cannot guarantee the accuracy or completeness of facts and other statistics with respect

to India, the Indian economy and chemical industry contained in the Draft Prospectus

While facts and other statistics in the Draft Prospectus relating to India, the Indian economy

and industry in which we operate has been based on various government publications and

reports from government agencies that we believe are reliable, we cannot guarantee the

quality or reliability of such materials. While we have taken reasonable care in the

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reproduction of such information, industry facts and other statistics have not been prepared or

independently verified by us or any of our respective affiliates or advisors and, therefore we

make no representation as to their accuracy or completeness. These facts and other statistics

include the facts and statistics included in the chapter titled ―Our Industry‖ beginning on

page 109] of the Draft Prospectus. Due to possibly flawed or ineffective data collection

methods or discrepancies between published information and market practice and other

problems, the statistics herein may be inaccurate or may not be comparable to statistics

produced elsewhere and should not be unduly relied upon. Further, there is no assurance that

they are stated or compiled on the same basis or with the same degree of accuracy, as the case

may be, elsewhere

62. Conditions in the Indian securities market may affect the price or liquidity of our Equity

Shares

The Indian securities markets are smaller than securities markets in more developed

economies and the regulation and monitoring of Indian securities markets and the activities of

investors, brokers and other participants differ, in some cases significantly, from those in the

more developed economies. Indian stock exchanges have in the past experienced substantial

fluctuations in the prices of listed securities. Further, the Indian stock exchanges have

experienced volatility in the recent times. The Indian stock exchanges have also experienced

problems that have affected the market price and liquidity of the securities of Indian

companies, such as temporary exchange closures, broker defaults, settlement delays and

strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from

time to time restricted securities from trading and limited price movements. A closure of, or

trading stoppage on the SME Platform of BSE could adversely affect the trading price of the

Equity Shares

63. Global economic, political and social conditions may harm our ability to do business,

increase our costs and negatively affect our stock price.

Global economic, social and political factors that are beyond our control, influence forecasts

and directly affect performance. These factors include interest rates, rates of economic

growth, fiscal and monetary policies of governments, inflation, deflation, foreign exchange

fluctuations, consumer credit availability, fluctuations in commodities markets, consumer

debt levels, unemployment trends and other matters that influence consumer confidence,

spending and tourism. Increasing volatility in financial markets may cause these factors to

change with a greater degree of frequency and magnitude, which may negatively affect our

stock prices

64. Foreign investors are subject to foreign investment restrictions under Indian law that limits

our ability to attract foreign investors, which may adversely impact the market price of the

Equity Shares

Under the foreign exchange regulations currently in force in India, transfers of shares between

non-residents and residents are freely permitted (subject to certain exceptions) if they comply

with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of

shares, which are sought to be transferred, is not in compliance with such pricing guidelines

or reporting requirements or fall under any of the exceptions referred to above, then the prior

approval of the RBI will be required. Additionally, shareholders who seek to convert the

Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign

currency from India will require a no objection / tax clearance certificate from the income tax

authority. There can be no assurance that any approval required from the RBI or any other

government agency can be obtained on any particular terms or at all

65. The extent and reliability of Indian infrastructure could adversely affect our Company's

results of operations and financial condition

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India's physical infrastructure is in developing phase compared to that of many developed

nations. Any congestion or disruption in its port, rail and road networks, electricity grid,

communication systems or any other public facility could disrupt our Company's normal

business activity. Any deterioration of India's physical infrastructure would harm the national

economy, disrupt the transportation of goods and supplies, and add costs to doing business in

India. These problems could interrupt our Company's business operations, which could have

an adverse effect on its results of operations and financial condition

66. Any downgrading of India‟s sovereign rating by an independent agency may harm our

ability to raise financing

Any adverse revisions to India's credit ratings for domestic and international debt by

international rating agencies may adversely impact our ability to raise additional financing,

and the interest rates and other commercial terms at which such additional financing may be

available. This could have an adverse effect on our business and future financial performance,

our ability to obtain financing for capital expenditures and the trading price of our Equity

Shares

67. Natural calamities could have a negative impact on the Indian economy and cause our

Company's business to suffer

India has experienced natural calamities such as earthquakes, tsunami, floods etc. in recent

years. The extent and severity of these natural disasters determine their impact on the Indian

economy. Prolonged spells of abnormal rainfall or other natural calamities could have a

negative impact on the Indian economy, which could adversely affect our business, prospects,

financial condition and results of operations as well as the price of the Equity Shares.

68. Terrorist attacks, civil unrests and other acts of violence or war involving India or other

countries could adversely affect the financial markets, our business, financial condition

and the price of our Equity Shares.

Any major hostilities involving India or other acts of violence, including civil unrest or

similar events that are beyond our control, could have a material adverse effect on India‘s

economy and our business. Incidents such as the terrorist attacks, other incidents such as

those in US, Indonesia, Madrid and London, and other acts of violence may adversely affect

the Indian stock markets where our Equity Shares will trade as well the global equity markets

generally. Such acts could negatively impact business sentiment as well as trade between

countries, which could adversely affect our Company‘s business and profitability.

Additionally, such events could have a material adverse effect on the market for securities of

Indian companies, including the Equity Shares.

PROMINENT NOTES

1. Public Issue of upto 12,00,000 Equity Shares of face value of Rs. 10 each of our Company for

cash at a price of Rs. []/- per Equity Share (―Issue Price‖) aggregating upto Rs. [] Lakhs, of

which [] Equity Shares of face value of Rs. 10 each will be reserved for subscription by Market

Maker to the Issue (―Market Maker Reservation Portion‖). The Issue less the Market Maker

Reservation Portion i.e. Net Issue of [] Equity Shares of face value of Rs. 10 each is hereinafter

referred to as the ―Net Issue‖. The Issue and the Net Issue will constitute []% and []%,

respectively of the post Issue paid up equity share capital of the Company.

2. Investors may contact the Lead Manager or the Company Secretary & Compliance Officer for

any complaint / clarification / information pertaining to the Issue. For contact details of the Lead

Manager and the Company Secretary & Compliance Officer, please refer to chapter titled

―General Information‖ beginning on page 62 of this Draft Prospectus.

3. The pre-issue net worth of our Company was Rs. 341.29 Lakhs as of December 31, 2016. The

book value of each Equity Share (adjusted for bonus) was Rs 10.67 as on December 31, 2016 as

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per the restated financial statements of our Company. For more information, please refer to

section titled ―Financial Statements‖ beginning on page 175 of this Draft Prospectus.

4. The average cost of acquisition per Equity Share by our Promoters is set forth in the table below:

Name of the Promoter No. of Shares held Average cost of Acquisition (in Rs.)

Prakash Wadhwani 3,12,000 16.91

Chandraprakash Wadhwani 3,12,000 0.40

Geeta Wadhani 10,44,000 1.45

Vidhi Wadhwani 7,56,000 0.99

For further details relating to the allotment of Equity Shares to our Promoters, please refer to the

chapter titled ―Capital Structure‖ beginning on page number 70 of this Draft Prospectus.

5. For details on related party transactions and loans and advances made to any company in which

Directors are interested, please refer ―Related Party Transaction‖ under chapter titled

―Financial Statements as restated‖ beginning on page 175 of this Draft Prospectus.

6. Investors may note that in case of over-subscription in the Issue, allotment to Retail applicants

and other applicants shall be on a proportionate basis. For more information, please refer to the

chapter titled ―Issue Structure‖ beginning on page 313 of this Draft Prospectus.

7. Except as disclosed in the chapter titled ―Capital Structure‖, ―Our Promoter and Promoter

Group‖, ―Our Management‖ and ―Related Party Transaction‖ beginning on pages 70, 162, 149

and 173 respectively, of this Draft Prospectus, none of our Promoter, Directors or Key

Management Personnel has any interest in our Company.

8. Except as disclosed in the chapter titled ―Capital Structure‖ beginning on page 70 of this Draft

Prospectus, we have not issued any Equity Shares for consideration other than cash.

9. Trading in Equity Shares of our Company for all investors shall be in dematerialized form only.

10. Investors are advised to refer to the chapter titled ―Basis for Issue Price‖ beginning on page 102

of the Draft Prospectus.

11. There are no financing arrangements whereby the Promoter Group, the Directors of our

Company and their relatives have financed the purchase by any other person of securities of our

Company during the period of six months immediately preceding the date of filing of the Draft

Prospectus with the Stock exchange.

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SECTION III – INTRODUCTION

SUMMARY OF OUR INDUSTRY

The information in this section includes extracts from publicly available information, data and

statistics and has been derived from various government publications and industry sources. Neither

we nor any other person connected with the Issue have verified this information. The data may have

been re-classified by us for the purposes of presentation. Industry sources and publications generally

state that the information contained therein has been obtained from sources generally believed to be

reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed and

their reliability cannot be assured and, accordingly, investment decisions should not be based on such

information. You should read the entire Prospectus, including the information contained in the

sections titled ―Risk Factors‖ and ―Financial Statements‖ and related notes beginning on page 18

and 175 respectively of this Draft Prospectus before deciding to invest in our Equity Shares.

COLD CHAIN INDUSTRY: INTRODUCTION

A cold-chain is an environmentally controlled chain of logistics activities, which conditions and

maintains the goods (produce or product) within a stipulated range of parameters that include

temperature, humidity, atmosphere, packaging and other conditions. Importantly, cold-chain is all

about end-to-end connectivity and hence, above all, be market linked.

Depending upon the handling requirements, a typical cold-chain flow may be understood separately

for harvested fresh horticultural produce (fruits & vegetables) and processed products (manufactured

food items). The holding life of majority of the fresh horticultural & floriculture produce, even when

in the cold-chain, ranges from just a few days to a few weeks only. The temporary extension in life,

allows the product to remain in a consumable state for a longer period.

In the cold-chain, the essential characteristics of agricultural produce remains un-altered as prime

activity of preconditioning at a pack-house does not transform the produce but safe-guards the value

and makes it more marketable.

The key benefit derived from cold-chain is in fact, empowering the direct linkage of farm-gate value

with consumers. By enhancing the holding life and transportability of the produce, cold-chain allows

the scope to reach and capture more markets.

A typical flow diagram from farm to end-customer is illustrated in Figure Below

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(Source: All India Cold-chain Infrastructure Capacity Assessment of Status & Gap, NCCD,

www.nccd.gov.in )

In case of whole produce like fresh fruits and vegetables, their perishable nature necessitates use of

uninterrupted cold-chain to connect and expand market footprint, maintain quality and to avoid food

loss.

Product Segmentation

The various goods which require cold-chain facilities were segmented into broad product segments,

listed in Figure below


www.nccd.gov.in )

The above listed product segments, have varied holding times, depending on time-temperature

combinations and cold-chain infrastructure facilities.

The first 3 in the list mostly have a short holding life and the last 3 have a long holding life of many

months or even years. Accordingly, the cold-chain facilities play a differentiated role which may be

summarized as under:

For fresh horticulture and floriculture produce, the cold-chain enhances the life cycle of the

produce thereby extending its saleable life and time span to reach the end-consumers across

geographies. Due to shortage of time, quick logistics connectivity is the driving force.

For transformed or processed food, the cold-chain protects the status of the manufactured

goods till it is consumed. Due to long term holding ability, low cost procurement and a

managed product inventory takes precedence.

GLOBAL ECOMOMIC ENVIRONMENT

INTRODUCTION

Since the Economic Survey and Budget were presented a year ago, the Indian economy has continued

to consolidate the gains achieved in restoring macro-economic stability. Inflation, the fiscal deficit,

and the current account deficit have all declined, rendering India a relative haven of macro stability in

these turbulent times. Economic growth appears to be recovering, albeit at varying speeds across

sectors.

At the same time, the upcoming Budget and 2016-17 (FY-2017) economic policy more broadly, will

have to contend with an unusually challenging and weak external environment. Although the major

international institutions are yet again predicting that global growth will increase from its current

http://www.nccd.gov.in/


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subdued level, they assess that risks remain tilted to the downside. This uncertain and fragile outlook

will complicate the task of economic management for India.

The risks merit serious attention not least because major financial crises seem to be occurring more

frequently. The Latin American debt crisis of 1982, the Asian Financial crisis of the late 1990s, and

the Eastern European crisis of 2008 suggested that crises might be occurring once a decade. But then

the rapid succession of crises, starting with Global Financial Crisis of 2008 and proceeding to the

prolonged European crisis, the mini-crises of 2013, and the China provoked turbulence in 2015 all

hinted that the intervals between events are becoming shorter.

This hypothesis could be validated in the immediate future, since identifiable vulnerabilities exist in at

least three large emerging economies—China, Brazil, Saudi Arabia—at a time when underlying

growth and productivity developments in the advanced economies are soft. More flexible exchange

rates, however, could moderate full-blown eruptions into less disruptive but more prolonged volatility.

One tail risk scenario that India must plan for is a major currency re-adjustment in Asia in the wake of

a similar adjustment in China; as such an event would spread deflation around the world. Another tail

risk scenario could unfold as a consequence of policy actions—say, capital controls taken to respond

to curb outflows from large emerging market countries, which would further moderate the growth

impulses emanating from them.

In either case, foreign demand is likely to be weak, forcing India—in the short run— to find and

activate domestic sources of demand to prevent the growth momentum from weakening. At the very

least, a tail risk event would require Indian monetary and fiscal policy not to add to the deflationary

impulses from abroad. The consolation would be that weaker oil and commodity prices would help

keep inflation and the twin deficits in check.

(Source-Economic Survey 2015-16-Volume I; www.indiabudget.nic.in)

THE INDIAN ECONOMY

The Indian economy has continued to consolidate the gains achieved in restoring macroeconomic

stability. A sense of this turnaround is illustrated by a cross-country comparison. In last year‘s Survey,

we had constructed an overall index of macroeconomic vulnerability, which adds a country‘s fiscal

deficit, current account deficit, and inflation. This index showed that in 2012 India was the most

vulnerable of the major emerging market countries. Subsequently, India has made the most dramatic

strides in reducing its macro-vulnerability. Since 2013, its index has improved by 5.3 percentage

points compared with 0.7 percentage points for China, 0.4 percentage points for all countries in

India‘s investment grade (BBB), and a deterioration of 1.9 percentage points in the case of Brazil

(Figure 2).

If macro-economic stability is one key element of assessing a country‘s attractiveness to investors, its

growth rate is another. In last year‘s Survey we had constructed a simple Rational Investor Ratings

Index (RIRI) which combined two elements, growth serving as a gauge for rewards and the macro-

http://www.indiabudget.nic.in/

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economic vulnerability index proxying for risks. The RIRI is depicted in Figure 3; higher levels

indicate better performance. As can be seen, India performs well not only in terms of the change of

the index but also in terms of the level, which compares favourably to its peers in the BBB investment

grade and even its ―betters‖ in the A grade1. As an investment proposition, India stands out

internationally.

(Source-Economic Survey 2015-16-Volume I, www.indiabudget.nic.in)

WAREHOUSING INDUSTRY

The warehousing market is highly fragmented with organised players holding only about 8 per cent of

the total warehousing space in India; which indicates tremendous opportunity. Demand for modern

warehouses is on the increase. They are equipped with tall designs, modular racking systems,

palletisation and use of automation systems.

Establishment of free-trade warehousing zones: As per the government‘s initiative of setting up

freetrade warehousing zones (FTWZ), several free trade zones have been established across the

country with the objective of facilitating trade of goods and services in free currency. FTWZs offer a

singlewindow solution for multiple logistics activities, with particular focus on trade flow. Several

new FTWZs are being set up by logistics players. For example, in 2012, DHL announced plans to set

up three new FTWZs.

At present, India has a cold chain capacity of around 9 million tonnes. The demand for additional cold

storage capacity is expected to be about 15 million tonnes by the end of 12th Five-Year Plan period. It

is expected that with the opening up of foreign direct investment (FDI) in multi-brand retail,

organised food retailers would demand significant enhancements in cold chain and distribution

infrastructure.

In order to encourage investments in cold storage infrastructure, the government has announced

several policy measures, such as granting accelerated depreciation benefits for imported equipment

and greater public-private partnerships. The National Centre for Cold Chain Development has been

established to strengthen the cold storage infrastructure. To meet higher demand, several logistics

companies have set up subsidiaries in the cold chain management business. Some examples of the

same are as follows:

Container Corporation of India has a 100 per cent subsidiary, Fresh and Healthy Enterprises

(FHEL), which is engaged in cold chain management. Its clients include Walmart, More, Big

Bazaar, Mother Dairy and Big Apple.

Gateway Distriparks Limited entered the cold chain logistics business through its subsidiary,

Snowman Frozen Foods Limited, as a joint venture with Mitsubishi Group of Japan.

(Source: Indian Logistics Industry Gaining Momentum, IBEF, www.ibef.org )

COLD STORAGE INDUSTRY- OVERVIEW

The base line survey of cold stores, conducted by M/s. Hansa Research for National Horticulture

Board14 under DAC in 2013-14, indicates the segment wise share in number of cold storage is shown

in Figure.

Segment-wise Segregation of Cold Storages


http://www.ibef.org/

of 414


www.nccd.gov.in)

As per this survey, 1219 cold stores are permanently closed/not available and the total number of

functional cold stores is 5367 amounting to a total storage size of 26.85 million tons. The survey also

indicates that although most of the cold storages facilitate transportation of commodities, 79% don‘t

own any transportation facility and there are very few modern pack-houses to originate produce into

cold-chain.

It is observed that India had made steady progress in standalone cold storages but required to develop

other associated infrastructure components in the cold-chain. This study evaluates and reveals the

infrastructure requirements to meet current consumption of urban population in India, from domestic

production. It is felt this requires greater attention to modern pack-houses and refrigerated transport to

link producers to markets. To make headway in integrated cold-chain infrastructure, holistic approach

to such development is required.

NCCD had earlier estimated on a broad level that for every cold store (Hub) of size 5000MT, to

handle a weekly throughput of 2000MT of fresh fruits and vegetables, there needed to be integrated

development of 16 pack-house units, connected with an associated number of reefer vehicles. In effect

the investment needed to shift more towards pack-houses and refrigerated transport as cold storage

accounted for only about 18% of the investment in this chain


www.nccd.gov.in)

MAJOR REVENUE CONTRIBUTORS OF THE INDIAN COLD CHAIN INDUSTRY

There are ~5,381 number of total cold chain

storages in India with 95% of total storage

capacity under private players

~36% these cold storages in India have capacity

below 1,000 MT

65% of India‘s cold chain storage capacity is

contributed by the states of Uttar Pradesh and

West Bengal

With the current capacity only less than 11% of

what is produced can be stored

Cold storage capacity is expected to grow at ~13%

per annum on a sustained basis over the next 4

years, with the organized market growing at a

faster pace of ~20%



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Key growth drivers include growth in organized

retail and food service industry, government‘s

initiatives, rising export demand for processed and

frozen food

(Source ―Cold Chain Industry India‖, ASSOCHAM INDIA, www.assocham.org)

http://www.assocham.org/

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SUMMARY OF OUR BUSINESS

OVERVIEW

Incorporated in 1989, our Company was incorporated as Wadhwani Cold Storage & Ice Plant Private

Limited and subsequently name of our Company was changed to Farmico Cold Storage and Ice Plant

Private Limited. Further on October 10, 2017, name of our Company was changed to Farmico Cold

Storage Private Limited. The Company got converted into public limited Company on November 23,

2016

Our Company is engaged in business of providing cold storage facilities for storing of all kind of

spices, vegetables, food grains, fruits, dry fruits, etc.

We are located at APMC market, Nagpur having direct access to local vendors who use our facility

for storing their products at our facility. Our facility is spread across more than 10,000 Sq.mt having

Multi Chamber Cold Storage with a temperature range from negative fifteen degrees celsius to a plus

thirty degrees celsius.

Our facility is equipped with independent chambers with different areas to store product base on its

requirement. We have a capacity of handling 30 containers at a given point of time. We have

developed and designed a computerized inventory system handling for inward/outward of stocks. We

provide space for warehousing of fruits and vegetables for exporters, importers, traders, distributors &

local market clients.

We also undertake process for Banana Ripening by use of Ethylene.

Our cold storage facility is well equipped with adequate machinery and handling equipment including

other allied engineered products to facilitate smooth management of products at our facility. We

endeavor to maintain safety in our premises by adhering to key safety norms.

For the year ended March 31, 2016 as per restated standalone financials our Company has recorded

net revenue from operations of Rs 284.20 lakhs and a net profit of Rs 54.28 lakhs as compared with

the net revenue from operations of Rs 251.39 lakhs and net profit of Rs 27.53 lakhs during the fiscal

year 2016.

Our Company‟s location and cold storage facilities are as below:

Our Registered Office: Off No. 1006, 10th Floor, Hubtown Solaris, N.S Phadke Road,

Saiwadi, Near Gokhle Fly Over, Andheri (E), Mumbai, Maharashtra 400069 India

Storage Facility Unit: A.P.M.C. Market Yard, Kalamna, Nagpur, Maharashtra- 440008

COMPETITIVE STRENGTHS

Our Company focuses on serving the changing and evolving needs of the various cold storage

industries.

Favourable Government Policies for our sector

Government of India through the Ministry of Food Processing Industries has formulated a number of

policies for extending assistance in the form of grant, subsidy and soft loan to agro food processing

industries. In order to give impetus to promotion of all Agro Food Processing Industries several

incentives and concessions have been granted. The government has actively supported cold chain, pre

and post harvest network area near the production sites. We believe that since our core business adds

value to the supply chain of agro produce and empowers farmers/traders to be able to get good prices

for their produce, this sector shall continue to get support and encouragement from the government

going forward.

Product Range for Storage

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We have cold storage facility for different type of products such as cereals, spices, fruits, dry fruits

milk product among others. This ensures that our business is safeguarded against slowdown in any

particular industry.

Experienced Promoters

We are led by a dedicated senior management team with several decades of experience in cold storage

industry. We believe our senior management team leverages our market position and their collective

experience and knowledge in the industry, we execute our business strategies and drive our future

growth. Our Promoters, Prakash Wadhwani, has more than two and half decades of experience in this

industry. In addition, we also have a dedicated team of employees. We believe our position as a cold

storage Company represents a significant competitive advantage in attracting and retaining high-

quality talent.

History of repeat orders

Our Company has made continuous efforts to ensure customer satisfaction by taking steps for meeting

customer specific requirements as well as maintaining consistency in quality and this has yielded

results in the form of repeat orders from our customers. The repeat orders reflect the confidence

reposed in us by our customers.

Strategic Location of our cold storage facility

Our cold storage facility is situated at APMC market yard. We believe, our location gives us an

advantage over other players in our industry as we are situated inside market yard. Easy accessibility

to vendors in and around Market Yard for storage fruits, vegetables, cereals, etc increases our scope of

operations and in turn increases our revenue from operations.

BUSINESS STRATEGY

Improving functional efficiency

We will continue to focus on further increasing our operations and improving operational

effectiveness at our cold storage facility. Higher operational effeciency results in greater product

management, and therefore allows us to spread fixed costs over a higher volume of prodcuts stored,

thereby increasing profit margins. We will also continue to identify various strategic initiatives to

improve our operational efficiencies and reduce operating costs. We aim to focus on investing in solar

power, automation, modern technology and equipment to continually upgrade our products.

Setting up of Integrated Cold Storage facilities

We are setting up integrated cold storage facilities wherein we propose to provide integrated solution

to our customers by offering logistics, product management and other allied services. This facility will

complement our existing cold storage facility and will increase range of services provided to our

customers. For further reference, kindly refer chapter titled ―Objects of the Issue‖ on page 90 of this

Draft Prospectus.

Technology Up-Gradation

Our cold storage facilities are in operations since 1989. While our promoters have been effectively

monitoring the operations of company we believe that with the increase in number of cold storage

units and trust of our customers it is necessary to support it with use of technology. We propose to

increase IT infrastructure system to manage logistics for our integrated cold storage facility that shall

assist us in managing inventory and accounting of cold storage warehouses in an advance manner.

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INTEGRATED COLD CHAIN PROJECT & FROZEN PRODUCTS

Our Company proposes to utilize the funds raised from Initial Public Offer to set a unit for Integrated

Cold Chain Project. We plan to set up a value added centre with mobile pre-cooling vans &

refrigerated trucks monitored with distribution hub with multi product & multi chamber cold storage

including IQF & related facilities. Kindly refer chapter titled ―Objects to the Issue‖ on page 90 of this

Draft Prospectus.

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SUMMARY OF OUR FINANCIAL STATEMENT

RESTATED STANDALONE STATEMENT OF ASSETS AND LIABILITIES

ANNEXURE I

(Rs. In Lakhs)

Particulars Note

No.

As at 31st

December

2016

As At 31st

March

2016

As At 31st

March

2015

As At 31st

March

2014

As At 31st

March

2013

As At 31st

March

2012

I. EQUITY AND

LIABILITIES

1 Shareholders‟ funds

(a) Share capital 1 320.00 80.00 80.00 80.00 80.00 80.00

(b) Reserves and surplus 2 21.29 208.46 154.18 128.93 109.72 91.65

Sub-total 341.29 288.46 234.18 208.93 189.72 171.65

2 Noncurrent liabilities

(a) Long term borrowings 3 1,083.67 1,112.86 1,149.25 761.62 87.38 140.40

(b) Deferred tax liabilities

(Net) 4

4.49 1.09 (3.33) 0.23 0.74 1.16

(c) Long term Provisions 5 5.79 5.57 4.57 3.95 4.27 3.17

(d) Other Long term

Liabilities

Sub-total 1,093.95 1,119.52 1,153.82 765.80 92.39 144.73

3 Current liabilities

(a) Short term borrowings 6 69.16 18.00 78.37 35.79 842.97 738.91

(b) Trade payables

(c)

Other current

liabilities

7 216.52 220.96 225.48 54.54 24.48 23.86

(d) Short term provisions 8 17.40 10.85 11.28 7.75 8.43 3.52

Sub-total 303.08 249.81 315.13 98.08 875.88 766.30

TOTAL(1+2+3) 1,738.32 1,657.79 1,703.13 1,072.80 1,157.99 1,082.67

II. ASSETS

1 Noncurrent assets

(a) Fixed assets 9

(i) Tangible assets

648.18 645.62 610.29 563.32 549.73 521.24

Less: Accumulated

Depreciation 394.69 385.15 374.66 340.59 318.22 297.43

Net Block

253.49 260.47 235.62 222.72 231.52 223.81

(b)

Non Current

Investments 10 585.63 585.63 585.63

(d) Long term loans and

advances

11 6.60 8.27 117.02 767.03 820.14 768.50

(d) Other Non Current

Assets

Sub- total 845.72 854.37 941.60 989.75 1,051.66 992.31

2 Current assets

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(a) Current Investments

(b) Inventories

(c) Trade receivables

12 76.75 64.74 59.11 69.56 8.11 57.58

(d)

Cash and Bank

Balances

13 32.72 15.06 4.09 3.55 5.36 3.95

(e)

Short term loans and

advances

14 775.67 723.20 697.70 9.25 92.86 28.83

(f) Other Current Assets 15 7.45 0.41 0.64 0.69

Sub- total 892.60 803.42 761.53 83.05 106.33 90.37

TOTAL(1+2) 1,738.32 1,657.79 1,703.13 1,072.80 1,157.99 1,082.67







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RESTATED STANDALONE STATEMENT OF PROFIT & LOSS

ANNEXURE II

(Rs. In Lakhs)

Particulars Note

No.

For the period

ended

31 December

2016

For the year ended 31 March

March

2016

March

2015

March

2014

March

2013

March

2012

INCOME

I. Revenue from operations 16 263.61 284.20 251.39 265.99 255.39 201.27

II. Other income 17 26.59 70.68 48.61 7.18

III. Total Revenue (I + II) 290.20 354.88 300.01 273.16 255.39 201.27

IV. EXPENSES:

Cost of materials consumed

& purchase of stock in

trade -

Purchase of stock in trade -

Changes in inventories of

finished goods work in

progress and Stock In

Trade -

Employee benefits

Expenses 18 21.83 23.71 19.02 18.29 18.36 19.13

Finance costs 19 131.45 170.57 121.30 145.36 129.71 123.39

Depreciation and

amortization Expenses 9.54 10.48 31.79 22.38 20.79 18.30

Other Expenses 20 49.73 70.38 86.57 58.90 59.43 27.90

Total Expenses 212.54 275.14 258.68 244.93 228.29 188.72

V. Profit before tax 77.66 79.73 41.33 28.24 27.10 12.55

VI Exceptional Items VII Extraordinary Items

VIII Tax Expenses:

(1) Current tax 21.42 21.04 17.36 9.54 9.44 3.76

(2) Deferred tax 4 3.40 4.42 (3.56) (0.51) (0.42) 1.16

IX Profit (Loss) for the

period/Year (XI + XIV) 52.84 54.28 27.53 19.20 18.08 7.63


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RESTATED STANDALONE STATEMENT OF CASH FLOWS ANNEXUREIII

(Rs. In Lakhs)

Sr.

No. Particulars

As at 31st

December 2016


March 2016 March 2015 March 2014 March

2013

March

2012

A. Cash flow from Operating Activities

Restated Net profit Before Tax

and Extraordinary Items 77.66 79.73 41.33 28.24 27.10 12.55

Adjustments for :

Depreciation & Amortisation Expenses. 9.54 10.48 31.79 22.38 20.79 18.30

Interest Income (26.59) (70.68) (48.61) (7.18)

Finance Cost 129.06 168.17 115.28 127.89 126.72 119.60

Previous year Tax Expenses

0.78

Operating Profit before working capital

changes 189.67 187.71 139.79 171.32 174.60 151.24

Changes in Working Capital

Trade receivable (12.01) (5.63) 10.45 (61.45) 49.47 (44.66)

Short term Loans and advances receivable (52.47) (23.77) (688.44) 83.61 (64.03) 64.01

Other Current Assets (7.04) 0.22 0.05 (0.69)

Trade Payables

(5.88)

Other Current Liabilities (4.44) (4.52) 170.94 30.06 0.61 22.39

Short term Provisions (2.98) (9.05) (5.03) (0.86) (0.86) 1.71

Net Cash Flow from Operation 110.73 144.96 (372.25) 221.99 159.80 188.80

Less : Income Tax paid (11.90) (12.41) (8.80) (9.36) (3.67) (3.44)

Net Cash Flow from Operating Activities

(A) 98.83 132.55 (381.05) 212.63 156.13 185.35

B. Cash flow from investing Activities

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Purchase of Fixed Assets (Net) (2.56) (37.07) (73.97) (13.58) (28.49) (128.69)

Interest Income 26.59 70.68 48.61 7.18

(Increase)/Decrease in Investment

(585.63)

(Increase)/Decrease in Loans & Advances 1.67 108.74 650.02 53.11 (51.64) (44.02)

Net Cash Flow from Investing Activities

(B) 25.70 142.35 39.03 46.70 (80.13) (172.71)

C. Cash Flow From Financing Activities

Proceeds From Issue of shares capital

30.00

Short Term Borrowings 51.16 (60.37) 42.58 (807.18) 104.06 (58.50)

(Increase)\Decrease in Long Term

Borrowings (29.19) (36.39) 387.63 674.23 (53.02) 138.64

Increase in Long Term Provisions 0.22 1.00 0.62 (0.31) 1.10

Interest Paid (129.06) (168.17) (115.28) (127.89) (126.72) (119.60)

Subsidy From Government

27.00

Net Cash Flow from Financing Activities

(C) (106.87) (263.93) 342.55 (261.14) (74.58) (9.47)

D.

Net (Decrease)/ Increase in Cash & Cash

Equivalents (A+B+C) 17.66 10.97 0.54 (1.81) 1.41 3.17

E. Opening Cash & Cash Equivalents 15.06 4.09 3.55 5.36 3.95 0.78

F.

Cash and cash equivalents at the end of

the period 32.72 15.06 4.09 3.55 5.36 3.95

G. Cash And Cash Equivalents Comprise :

Cash 9.12 1.33 1.19 0.92 5.36 3.02

Bank Balance :

Current Account 23.60 13.72 2.90 2.63

0.93

Deposit Account

Total 32.72 15.06 4.09 3.55 5.36 3.95

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RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

ANNEXURE I

Rs. In Lakhs

Particulars

Note

No.

As at 31st

December

2016

As At 31st

March

2016

As At

31st

March

2015

As At 31st

March

2014

As At 31s

March

2013

As At 31st

March

2012

I EQUITY AND

LIABILITIES


(a) Share capital

1 320.00 80.00 80.00 80.00 80.00 80.00

(b)

Reserves and

surplus

2 398.00 555.26 154.58 128.93 109.72 91.65

(c)

Minority

Interest 3

756.13 716.74 679.41 - - -

Sub- total 1,474.13 1,351.99 913.99 208.93 189.72 171.65

2

Non-current

liabilities

(a)

Long-term

borrowings

4 1,764.71 2,806.19 2,137.27 761.62 87.38 140.40

(b)

Deferred tax

liabilities (Net) 5

- - - 0.23 0.74 1.16

(c)

Long-term

Provisions 6

5.79 5.57 4.57 3.95 4.27 3.17

(d)

Other Long-

term Liabilities

Sub- total 1,770.50 2,811.76 2,141.85 765.80 92.39 144.73


(a)

Short-term

borrowings

7 3,818.76 1,703.25 1,585.38 35.79 842.97 738.91

(b) Trade payables 8 7,159.44 1,323.39 1,563.58

(c)

Other current

liabilities

9 380.39 388.62 354.27 54.54 24.48 23.86

(d)

Short-term

provisions

10 53.06 33.02 38.48 7.75 8.43 3.52

Sub- total 11,411.65 3,448.29 3,541.72 98.08 875.88 766.30

TOTAL(1+2+

3) 14,656.28 7,612.04 6,597.55 1,072.80 1,157.99 1,082.67

II. ASSETS

1 Noncurrent assets

(a) Fixed assets

11

(i) Tangible assets 999.95 974.51 1,013.51 563.32 549.73 521.24

Less:

Accumulated

Depreciation

485.20 463.32 503.97 340.59 318.22 297.43

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(ii)

Intangible

Assets 377.39 377.39 59.33

(iii) Intangible

Assets under

development

(iv)

Capital Work

in Progress

Net Block 892.14 888.57 568.88 222.72 231.52 223.81

(b)

Non Current

Investments 12 14.00 14.00 14.00

(c)

Deferred Tax

Asset 13 9.41 13.71 15.54

(d)

Long-term

loans and

advances

14 402.54 237.83 565.55 767.03 820.14 768.50

(e)

Other Non

Current Assets

Sub- total 1,318.09 1,154.11 1,163.97 989.75 1,051.66 992.31

2

Current assets

(a)

Current

Investments

(b) Inventories

15 3,399.52 1,609.02 2,346.44

(c)

Trade

receivables

16 8,779.84 1,705.43 1,342.83 69.56 8.11 57.58

(d)

Cash and Bank

Balances

17 138.75 266.12 58.24 3.55 5.36 3.95

(e)

Short-term

loans and

advances

18 1,012.62 2,876.94 1,685.44 9.25 92.86 28.83

(f)

Other Current

Assets 19 7.45 0.41 0.64 0.69

Sub- total

13,338.19 6,457.93 5,433.58 83.05 106.33 90.37

TOTAL(1+2) 14,656.28 7,612.04 6,597.55 1,072.80 1,157.99 1,082.67












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RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS

ANNEXUREII

(Rs in Lakhs)

Particulars

Note

No.

For the

period

ended

31st

December

2016

For the

year

ended

31st

March

2016

For the

year

ended 31st

March

2015

For

the

year

ended

31st

March

2014

For the

year

ended

31st

March

2013

For the

year

ended

31st

March

2012

INCOME

I Revenue from operations 20 12,315.51 9,412.91 10,472.81 265.99 255.39 201.27

II Other income 21 46.56 197.59 77.03 7.18

III Total Revenue (I + II) 12,362.07 9,610.50 10,549.84 273.16 255.39 201.27

IV EXPENSES

Cost of materials

consumed & purchase of

stock in trade

Purchase of stock in trade 22 12,912.68 7,710.36 9,516.85



progress and Stock in

Trade 23

(1,790.50) 737.42 (202.80)

Employee benefits

expense 24 43.56 44.94 42.83 18.29 18.36 19.13

Finance costs 25 416.82 521.33 423.38 145.36 129.71 123.39

Depreciation and

amortization expense 26 21.88 30.96 67.77 22.38 20.79 18.30

Other expenses 27 573.97 388.99 534.32 58.90 59.43 27.90

TOTAL EXPENSES 12,178.41 9,434.00 10,382.35 244.93 228.29 188.72

V.

Profit before tax (VII

VIII) 183.66 176.50 167.49 28.24 27.10 12.55


VIII Tax expense: (1) Current tax 57.23 54.72 64.33 9.54 9.44 3.76

(2) Deferred tax

5 &

13 4.30 1.83 (8.70) (0.51) (0.42) 1.16

IX

Profit (Loss) for the

period/year (XI + XIV) 122.14 119.95 111.85 19.20 18.08 7.63


file:///C:/Documents%20and%20Settings/hp/Local%20Settings/Temporary%20Internet%20Files/Content.MSO/1EB692FE.xls%23'Other%20Income'!A1


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RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS

ANNEXUREIII

(Rs in Lakhs)

Particulars

As at 31st

Decembe

r 2016

As At 31st

March

2016

As At 31st

March

2015

As At 31st

March

2014

As At 31s

March

2013

As At

31st

March

2012

Cash flow from Operating

Activities

Restated Net profit Before

Tax

and Extraordinary Items

183.66 176.50 167.49 28.24 27.10 12.55

Adjustments for :

Depreciation &

Amortization Expenses 21.88 30.96 67.77 22.38 20.79 18.30

Loss (Profit) on Sale of

Assets (6.48)

Dividend Income

Extraordinary Items

Interest Income (37.46) (187.94) (76.35) (7.18)

Finance Cost 411.53 470.49 390.09 127.89 126.72 119.60

Other Expenses Written off

Previous year Tax expenses

0.78

Operating Profit before

working capital changes 579.61 483.53 548.99 171.32 174.60 151.24

Changes in Working

Capital

Trade receivable (7,074.41) (362.60) (203.38) (61.45) 49.47 (44.66)

Short term Loans and

advances receivable 1,864.33 (1,191.50) (1,144.86) 83.61 (64.03) 64.01


Inventories (1,790.50) 737.42 (202.80)

Trade Payables 5,836.05 (240.19) 484.79

(5.88)

Other Current Liabilities (8.23) 34.35 207.19 30.06 0.61 22.39


Net Cash Flow from

Operation (601.67) (556.15) (342.68) 221.99 159.80 188.80


Net Cash Flow from

Operating Activities (A) (637.40) (598.94) (385.35) 212.63 156.13 185.35

Cash flow from investing

Activities

Purchase of Fixed Assets

(Net) (25.44) (81.45) (274.32) (13.58) (28.49) (128.69)

Increase in Capital Work In

Progress

Sale of Fixed Assets

55.33

Purchase of Investment

Sale / Redemption of

Investment

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Movement in Loan &

Advances

Interest Income 37.46 187.94 76.35 7.18

Dividend Income

(Increase)/Decrease in

Investment (11.00)


Loans & Advances (164.71) 327.72 635.05 53.11 (51.64) (44.02)

Net Cash Flow from

Investing Activities (B) (152.69) 489.54 426.08 46.70 (80.13) (172.71)

Cash Flow From

Financing Activities

Proceeds From Issue of

shares capital(Minority

Interest)

5.98

30.00

Increase in Share

Premium(Minority Interest) 168.37

(Increase)\Decrease in

Loans & Adv (1,041.48) 668.92 1,188.74 674.23 (53.02) 138.64

Increase in Long Term

Provisions 0.22 1.00 0.62 (0.31) 1.10

Interest Paid (411.53) (470.49) (390.09) (127.89) (126.72) (119.60)

Dividend paid (Including

DDT)

Short Term Borrowings 2,115.51 117.87 (1,001.03) (807.18) 104.06 (58.50)


27.00

Net Cash Flow from

Financing Activities (C) 662.72 317.29 (0.40) (261.14) (74.58) (9.47)

Net (Decrease)/ Increase in

Cash & Cash Equivalents

(A+B+C)

(127.37) 207.89 40.33 (1.81) 1.41 3.17

Opening Cash & Cash

Equivalents 266.12 58.24 17.91 5.36 3.95 0.78

Cash and cash equivalents

at the end of the period 138.75 266.12 58.24 3.55 5.36 3.95

Cash And Cash

Equivalents Comprise :

Cash 96.98 2.79 18.19 0.92 5.36 3.02

Bank Current Account 41.78 263.34 40.05 2.63

0.93

Total 138.75 266.12 58.24 3.55 5.36 3.95

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THE ISSUE

The following table summarizes the Issue details:

Particulars Details of Equity Shares

Public Issue of Equity Shares by our

Company

Upto 12,00,000 Equity Shares of face value of Rs.10/-

each fully paid of the Company for cash at price of

Rs. [●] per Equity Share aggregating Rs. [●] lakhs

Of which:

Market Maker Reservation Portion

[●] Equity Shares of face value of Rs. 10/- each fully

paid of the Company for cash at price of Rs [●] per

Equity Share aggregating Rs. [●] lakhs

Net Issue to the Public*

[●] Equity Shares of face value of Rs.10/- each fully

paid of the Company for cash at price of Rs. [●] per

Equity Share aggregating Rs. [●] lakhs

Of which:

[●] Equity Shares of face value of Rs. 10/- each fully


Equity Share aggregating Rs. [●] lakhs will be

available for allocation for allotment to Retail

Individual Investors of up to Rs. 2 lakhs

[●] Equity Shares of face value of Rs. 10 /- each fully


Equity Share aggregating Rs. [●] lakhs will be

available for allocation to investors above Rs. 2 lakhs

Pre and Post Issue Equity Shares

Equity Shares outstanding prior to the Issue 32,00,000 Equity Shares

Equity Shares outstanding after the Issue Upto 44,00,000 Equity Shares

Use of Proceeds

For further details please refer chapter titled ―Objects

of the Issue‖ beginning on page 90 of this Draft

Prospectus for information on use of Issue Proceeds

Notes

The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held

on May 22, 2017 and by the shareholders of our Company vide a special resolution passed pursuant to

section 62(1)(c) of the Companies Act, 2013 at the Extra Ordinary General Meeting held on June 17,

2017.

This Issue is being made in terms of Chapter XB of the SEBI (ICDR) Regulations, 2009, as amended

from time to time.

*As per Regulation 43(4) of the SEBI (ICDR) Regulations, as amended, as present issue is a fixed

price issue, the allocation in the net Issue to the public category shall be made as follows:

a) Minimum fifty percent to retail individual investors; and

b) Remaining to

i. Individual applicants other than retail individual investors; and

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ii. Other investors including corporate bodies or institutions, irrespective of the number of

specified securities applied for;

c) The unsubscribed portion in either of the categories specified in (a) or (b) above may be allocated

to the applicants in the other category.

If the retail individual investor category is entitled to more than fifty per cent on proportionate basis,

accordingly the retail individual investors shall be allocated that higher percentage

For further details please refer to section titled ―Issue Information‖ beginning on page 308 of this

Draft Prospectus.

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GENERAL INFORMATION

Our Company was originally incorporated as ―Wadhwani Cold Storage & Ice Plant Private Limited‖

as a Private Limited Company under the provision of Companies Act, 1956 vide Certificate of

Incorporation dated September 19, 1989 bearing registration No. 11-53536 issued by the Registrar of

Companies, Maharashtra, Mumbai. The name of our Company was changed to ―Farmico Cold

Storage and Ice Plant Private Limited‖ on October 13, 2015 vide a Certificate of Incorporation

pursuant to change of name issued by the Registrar of Companies, Mumbai, Maharashtra.

Subsequently the name of our Company was changed to ―Farmico Cold Storage Private Limited‖ on

November 06, 2015 vide a Certificate of Incorporation pursuant to change of name issued by the

Registrar of Companies, Mumbai, Maharashtra. Subsequently our Company was converted into a

public limited company pursuant to special resolution passed by the members in extraordinary general

meeting held on October 20, 2016 and the name of our Company was changed to ―Farmico Cold

Storage Limited‖ vide a Certificate of Incorporation consequent upon conversion to public dated

November 23, 2016, issued by Registrar of Companies, Mumbai, Maharashtra,. The Corporate

Identitification number of our Company is U63002MH1989PLC053536.

For further details of Incorporation, Change of Name and Registered Office of our company, please

refer to chapter titled ―Our History and Certain Other Corporate Matters‖ beginning on page 145 of

this Draft Prospectus.

REGISTERED OFFICE OF OUR COMPANY

Farmico Cold Storage Limited

Off No.1006, 10th Floor, Hubtown Solaris,

N.S Phadke Road, Saiwadi,

Near Gokhle Fly Over, Andheri(E)

Mumbai- 400069, Maharashtra, India

Tel: 022-26843826

Fax: Not available

Email: [email protected]

Website: www.farmico.co.in

Corporate Identification Number: U63002MH1989PLC053536

CORPORATE OFFICE OF OUR COMPANY


APMC Market Yard, Kalamna Market,

Nagpur- 440008, Maharashtra

Tel: 0712-2790585

Fax: Not available




REGISTRAR OF COMPANIES

Registrar of Companies, Mumbai

100, Everest, Marine Drive,

Mumbai-400002, Maharashtra, India

DESIGNATED STOCK EXCHANGE

SME Platform of BSE

P. J. Towers, Dalal Street,

Fort, Mumbai- 400001,

Maharashtra, India

BOARD OF DIRECTORS OF OUR COMPANY

mailto:[email protected]

http://www.farmico.co.in/



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Sr.

No. Name Age DIN Address Designation

1.

Prakash

Wadhwani

61 00098070 96A, Farmland, Ramdaspeth,

Nagpur- 440010, Mahrashtra, India

Managing

Director

2.

Chandraprakash

Wadhwani

34 00300084 96, Farmland, Ramdaspeth,


Chairman &

Whole Time

Director

3.

Geeta

Wadhwani

58 03608134 96, Farmland, Ramdaspeth,


Non Executive

Director

4.

Aleem

Akolawala

36 00560402 39, Central Avenue Nagpur 440018

Maharashtra ,India

Independent

Director

5.

Aavesh

Jhunjhunwala

36 06436526 174, Shri Niketan, Civil Lines,

Nagpur 440001 Maharashtra ,India

Independent

Director

For further details of our Directors, please refer to the chapter titled ―Our Management‖ beginning on

page 149 of this Draft Prospectus.

COMPANY SECRETARY & COMPLIANCE OFFICER

Namrata Batavia



Tel: 0712-2790585

Fax: Not available



CHIEF FINANCIAL OFFICER

Mrs. Jyotika Bajaj



Tel: 0712-2790585

Fax: Not available



Investors may contact our Company Secretary and Compliance Officer and / or the Registrar to

the Issue and / or the Lead Manager, in case of any pre-issue or post-issue related problems,

such as non-receipt of letters of allotment, credit of allotted Equity Shares in the respective

beneficiary account or unblocking of ASBA, etc.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a

copy to the relevant SCSB to whom the Application was submitted, giving full details such as name,

address of the applicant, number of Equity Shares applied for, Amount blocked, ASBA Account

number and the Designated Branch of the relevant SCSBs to whom the Application Form was

submitted by the Applicants.

PEER REVIEWED AND STATUTORY AUDITOR

CPM & Associates, Chartered Accountants





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A-102, Rassoz Castle. Malpa Dongari No.1 Off. Service Road, W. E Highway Andheri East, Mumbai-400093 Tel: 022-26872121

Fax: 26871414 Email: [email protected] Contact Person: Chandra P Maheshwari

Firm Registration No: 114923W

Membership No: 036082

LEAD MANAGER

Pantomath Capital Advisors Private Limited

406-408, Keshava Premises,

Bandra Kurla Complex, Bandra (East)

Mumbai 400 051, Maharashtra, India

Tel: +91 22 61946700/25

Fax: + 91 22 26598690


Website: www.pantomathgroup.com

Contact Person: Saahil Kinkhabwala

SEBI Registration No: INM000012110

REGISTRAR TO THE ISSUE

Bigshare Services Private Limited

Bharat Tin Works Building,

1st Floor, Opp Vasant Oasis, Makwana Road

Andheri East, Mumbai-400059, Maharashtra, India

Tel: +91 22 62638200

Fax: +91 22 62638299

Investor Grievance Id:[email protected]

Email:[email protected]

Website: www.bigshareonline.com

Contact Person: Jibu John

SEBI Registration No: INR000001385

LEGAL ADVISOR TO THE ISSUE

M V Kini,

Kini House,

216/263, 1st Floor

Near Citi Bank,

D.N. Road, Fort,

Mumbai – 400 051

Tel: +91 22 2261 2527

Fax: +91 22 2261 2530

E-mail: [email protected]

Contact Person: Vidisha Krishan

Website: www.mvkini.com

BANKER TO THE COMPANY

PUNJAB NATIONAL BANK LTD.

8-B, Surya Nagar, Nagpur – 440008

Tel: 0712-2680037

Fax: N.A.



http://www.pantomathgroup.com/


http://www.bigshareonline.com/

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Contact Person: Mr.P.K. Bhishikar

Website: www.pnbindia.in

PUBLIC ISSUE BANK AND REFUND BANKER/BANKER TO THE ISSUE

ICICI Bank Limited

Capital Market Division,

1st Floor, 122, Mistry Bhavan,

Dinshaw Vachha Road, Backbay Reclamation,

Churchgate, Mumbai – 400 020

Tel: 022 66818932

Fax: 022 22611138


Contact Person: Shradha Salaria

Website: www.icicibank.com

SEBI Registration Number: INBI00000004SELF CERTIFIED SYNDICATE BANKS

SELF CERTIFIED SYNDICATE BANK

The lists of banks that have been notified by SEBI to act as SCSB for the Applications Supported by

Blocked Amount (ASBA) Process are provided on

http://www.sebi.gov.in/sebiweb/home/detail/32931/yes/List-of-Self-Certified-Syndicate-Banks-

SCSBs- or-Syndicate-ASBA. For details on Designated Branches of SCSBs collecting the ASBA Bid

Form, please refer to the above-mentioned SEBI link.

REGISTERED BROKERS

Bidders can submit Application Forms in the Issue using the stock broker network of the Stock

Exchanges, i.e., through the Registered Brokers at the Broker Centres. The list of the Registered

Brokers, including details such as postal address, telephone number and e-mail address, is provided on

the websites of the BSE Limited, as updated from time to time. In relation to ASBA Bids submitted to

the Registered Brokers at the Broker Centres, the list of branches of the SCSBs at the Broker Centres

named by the respective SCSBs to receive deposits of the Bid cum Application Forms from the

Registered Brokers will be available on the website of the SEBI (www.sebi.gov.in) and updated from

time to time.

COLLECTING REGISTRAR AND SHARE TRANSFER AGENTS

The list of the RTAs eligible to accept Bid cum Applications forms at the Designated RTA Locations,

including details such as address, telephone number and e-mail address, are provided on the website

of Stock Exchange at BSE Limited, as updated from time to time.

COLLECTING DEPOSITORY PARTICIPANTS

The list of the CDPs eligible to accept Bid cum Application Forms at the Designated CDP Locations,

including details such as name and contact details, are provided on the website of Stock Exchange at

BSE Limited, as updated from time to time.

CREDIT RATING

This being an issue of Equity Shares, credit rating is not required.

IPO GRADING

Since the Issue is being made in terms of Chapter XB of the SEBI (ICDR) Regulations, there is no

requirement of appointing an IPO Grading agency.


http://www.pnbindia.in/

http://www.sebi.gov.in/sebiweb/home/detail/32931/yes/List-of-Self-Certified-Syndicate-Banks-SCSBs-

http://www.sebi.gov.in/sebiweb/home/detail/32931/yes/List-of-Self-Certified-Syndicate-Banks-SCSBs-


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APPRAISAL AND MONITORING AGENCY

As per regulation 16(1) of the SEBI ICDR Regulations, the requirement of Monitoring Agency is not

mandatory if the Issue size is below Rs. 10,000 Lakhs. Since the Issue size is only of Rs. [•]lakhs, our

Company has not appointed any monitoring agency for this Issue. However, as per Section 177 of the

Companies Act, 2013, the Audit Committee of our Company, would be monitoring the utilization of

the proceeds of the Issue.

INTER-SE ALLOCATION OF RESPONSIBILITIES

Since Pantomath Capital Advisors Private Limited is the sole Lead Manager to this Issue, a statement

of inter-se allocation of responsibilities among Lead Manager is not applicable.

EXPERT OPINION

CPM & Associates, have provided their written consent for the inclusion of the report on the restated

financial statements in the form and context in which it will appear in the Draft Prospectus and

Prospectus and the statement of tax benefits and to be named as an expert in relation hereto, and such

consent has not been withdrawn at the time of delivery of this Draft Prospectus to Stock Exchange.

Except the report of the Peer Reviewed Auditor our Company has not obtained any other expert

opinion.

DEBENTURE TRUSTEE

Since this is not a debenture issue, appointment of debenture trustee is not required.

UNDERWRITER

Our Company and Lead Manager to the Issue hereby confirm that the Issue is 100% Underwritten.

The underwriting agreement is dated May 22, 2017 and pursuant to the terms of the underwriting

agreement; obligations of the underwriter are subject to certain conditions specified therein. The

underwriter has indicated their intention to underwrite following number of specified securities being

offered through this Issue.

Name and Address of the Underwriters Indicative

Number of

Equity Shares to

be Underwritten

Amount

Underwritten

(Rupees in

Lakhs)

% of the

Total Issue

size

Underwritten

Pantomath Capital Advisors Private

Limited

406-408, Keshava Premise, Bandra Kurla

Complex, Bandra (East), Mumbai-

400051

Tel: +91 22 61946772

Fax: + 91 22 26598690


Contact Person: Madhu Lunawat

SEBI Registration Number:

INM000012110

12,00,000 [●] [●]

Total 12,00,000 [●] [●]

In the opinion of the Board of Directors of the Company, the resources of the above mentioned

underwriters are sufficient to enable them to discharge their respective underwriting obligations in

full.


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Includes [•] Equity shares of the Market Maker Reservation Portion which are to be subscribed by the

Market Maker in order to claim compliance with the requirements of Regulation 106 V(4) of the SEBI

(ICDR) Regulations, 2009, as amended

DETAILS OF THE MARKET MAKING ARRANGEMENT

Our Company and the Lead Manager have entered into a tripartite agreement dated [●], with the

following Market Maker, duly registered with BSE Limited to fulfil the obligations of Market

Making:

Pantomath Stock Brokers Private Limited

406-408, Keshava Premises, Behind Family Court

Bandra Kurla Complex, Bandra(East)

Mumbai – 400 051, Maharashtra, India

Tel: +91 22 61946700

Fax: +91 22 26598690


Website: www.pantomathbroking.com

Contact Person: Mahavir Toshniwal

SEBI Registration No.: INZ000068338

Pantomath Stock Brokers Private Limited, registered with SME segment of BSE will act as the

Market Maker and has agreed to receive or deliver of the specified securities in the market making

process for a period of three years from the date of listing of our Equity Shares or for a period as may

be notified by any amendment to SEBI (ICDR) Regulations.

The Market Maker shall fulfil the applicable obligations and conditions as specified in the SEBI

ICDR Regulations, as amended from time to time and the circulars issued by BSE and SEBI in this

matter from time to time.

Following is a summary of the key details pertaining to the Market Making arrangement:

1. The Market Maker(s) (individually or jointly) shall be required to provide a 2-way quote for 75%

of the time in a day. The same shall be monitored by the Stock Exchange. Further, the Market

Maker(s) shall inform the Exchange in advance for each and every black out period when the

quotes are not being offered by the Market Maker(s).

2. The minimum depth of the quote shall be Rs. 1,00,000/-. However, the investors with holdings of

value less than Rs. 1,00,000/- shall be allowed to offer their holding to the Market Maker(s)

(individually or jointly) in that scrip provided that he sells his entire holding in that scrip in one

lot along with a declaration to the effect to the selling broker. Based on the IPO price of [•]- the

minimum lot size is [•] Equity Shares thus minimum depth of the quote shall be [•] until the same,

would be revised by BSE Ltd.

3. After a period of three (3) months from the market making period, the Market Maker would be

exempted to provide quote if the Shares of Market Maker in our Company reaches to 25% of

Issue Size (including the 12,00,000 Equity Shares out to be allotted under this Issue). Any Equity

Shares allotted to Market Maker under this Issue over and above 25% Equity Shares would not be

taken in to consideration of computing the threshold of 25% of Issue Size. As soon as the Shares

of Market Maker in our Company reduce to 24% of Issue Size, the Market Maker will resume

providing 2-way quotes.

4. There shall be no exemption/threshold on downside. However, in the event the Market Maker

exhausts his inventory through market making process, BSE may intimate the same to SEBI after

due verification.

5. Execution of the order at the quoted price and quantity must be guaranteed by the Market

Maker(s), for the quotes given by him.


http://www.pantomathbroking.com/

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6. There would not be more than five Market Makers for the Company‘s Equity Shares at any point

of time and the Market Makers may compete with other Market Makers for better quotes to the

investors. At this stage, Pantomath Stock Brokers Private Limited is acting as the sole Market

Maker.

7. The shares of the Company will be traded in continuous trading session from the time and day the

company gets listed on SME Platform of BSE and market maker will remain present as per the

guidelines mentioned under BSE and SEBI circulars.

8. There will be special circumstances under which the Market Maker may be allowed to withdraw

temporarily/fully from the market – for instance due to system problems, any other problems. All

controllable reasons require prior approval from the Exchange, while force-majeure will be

applicable for non controllable reasons. The decision of the Exchange for deciding controllable

and non-controllable reasons would be final.

9. The Market Maker(s) shall have the right to terminate said arrangement by giving one month

notice or on mutually acceptable terms to the Lead Manager, who shall then be responsible to

appoint a replacement Market Maker(s).

In case of termination of the above mentioned Market Making agreement prior to the completion

of the compulsory Market Making period, it shall be the responsibility of the Lead Manager to

arrange for another Market Maker(s) in replacement during the term of the notice period being

served by the Market Maker but prior to the date of releasing the existing Market Maker from its

duties in order to ensure compliance with the requirements of regulation 106V of the SEBI

(ICDR) Regulations. Further the Company and the Lead Manager reserves the right to appoint

other Market Maker(s) either as a replacement of the current Market Maker or as an additional

Market Maker subject to the total number of Designated Market Makers does not exceed 5 (five)

or as specified by the relevant laws and regulations applicable at that particulars point of time.

The Market Making Agreement is available for inspection at our Corporate Office from 11.00

a.m. to 5.00 p.m. on working days.

10. SME Platform of BSE will have all margins which are applicable on the BSE Main Board viz.,

Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin, Special Margins and Base

Minimum Capital etc. BSE can impose any other margins as deemed necessary from time-to-

time.

11. SME Platform of BSE will monitor the obligations on a real time basis and punitive action will be

initiated for any exceptions and/or non-compliances. Penalties / fines may be imposed by the

Exchange on the Market Maker, in case he is not able to provide the desired liquidity in a

particular security as per the specified guidelines. These penalties / fines will be set by the

Exchange from time to time. The Exchange will impose a penalty on the Market Maker(s) in case

he is not present in the market (offering two way quotes) for at least 75% of the time. The nature

of the penalty will be monetary as well as suspension in market making activities / trading

membership.

The Department of Surveillance and Supervision of the Exchange would decide and publish the

penalties/ fines/ suspension for any type of misconduct/ manipulation/ other irregularities by the

Market Maker from time to time.

12. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on

the upper side for Market Makers during market making process has been made applicable, based

on the issue size and as follows:

Issue size

Buy quote exemption threshold

(including mandatory initial

inventory of 5% of the Issue

Size)

Re-Entry threshold for buy

quote (including mandatory

initial inventory of 5% of the

Issue Size)

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Up to Rs. 20 Crore 25% 24%

Rs. 20 crore to Rs. 50

crore 20% 19%

Rs. 50 to Rs. 80 crore 15% 14%

Above Rs. 80 crore 12% 11%

The Market Making arrangement, trading and other related aspects including all those specified above

shall be subject to the applicable provisions of law and/or norms issued by SEBI/BSE from time to

time.

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CAPITAL STRUCTURE

Certain forms filed with Registrar of Companies (prior to 2006) are not traceable by our Company.

Hence, data with respect to change in Authorised Capital, Alteration in Memorandum of

Association, and Allotment of shares, etc are derived to the best of our knowledge from available

annual returns and statutory registers of our Company.

The Equity Share capital of our Company, as on the date of this Draft Prospectus and after giving

effect to the Issue is set forth below:

Amount (Rs. in Lakhs except share data)

No. Particulars

Aggregate

nominal

value

Aggregate

value at

Issue Price

A. Authorised Share Capital

50,00,000 Equity Shares of face value of Rs. 10/- each 500.00

B. Issued, Subscribed and Paid-Up Share Capital before the

Issue

32,00,000 Equity Shares of face value of Rs. 10/- each 320.00

C. Present Issue in terms of this Draft Prospectus

Issue of upto 12,00,000 Equity Shares of face value Rs. 10/-

each at a price of Rs. [●]/- per Equity Share Upto 120.00 [●]

Consisting of :

Reservation for Market Maker – [●] Equity Shares of face

value of Rs. 10/- each reserved as Market Maker portion at a

price of Rs. [●]per Equity Share

[●] [●]

Net Issue to the Public – [●] Equity Shares of face value of

Rs. 10/- each at a price of Rs. [●]/- per Equity Share [●] [●]

Of the Net Issue to the Public

Allocation to Retail Individual Investors- [●]Equity Shares

of face value of Rs. 10/- each fully paid of the Company for

cash at price of Rs. [●]/- per Equity Share aggregating Rs.

[●] lakhs will be available for allocation for allotment to

Retail Individual Investors of up to Rs. 2 lakhs

[●] [●]

Allocation to Other than Retail Individual Investors- [●]

Equity Shares of face value of Rs. 10 /- each fully paid of the

Company for cash at price of Rs. [●] per Equity Share

aggregating Rs. [●] lakhs will be available for allocation to

investors above Rs. 2 lakhs

[●] [●]

D. Issued, Subscribed and Paid-Up Share Capital after the

Issue

Upto 44,00,000 Equity Shares of face value of Rs. 10/- each Upto 440.00 -

E. Securities Premium Account

Before the Issue Nil

After the Issue [●]

The Issue has been authorised by the Board of Directors of our Company vide a resolution passed at

its meeting held on May 22, 2017 and by the shareholders of our Company vide a special resolution

passed pursuant to section 62(1) (c) of the Companies Act, 2013 at the Extra-Ordinary General

Meeting held on June 17, 2017.

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The Company has only one class of share capital i.e. Equity Shares of face value of Rs. 10/- each

only. All Equity Shares issued are fully paid-up. Our Company has no outstanding convertible

instruments as on the date of this Draft Prospectus.

NOTES TO THE CAPITAL STRUCTURE

1. Details of changes in authorised Share Capital:

Since the Incorporation of our Company, the authorised share capital of our Company has been

altered in the manner set forth below:

Sr.

No. Change in authorized share capital

Date of

AGM/EGM

Resolution

AGM/EGM

1 The authorized share capital was of Rs. 10,00,000 divided

into 10,000 Equity Shares of Rs. 100 each

On incorporation -

2

The authorized share capital was of Rs. 10,00,000 divided

into 10,000 Equity Shares of Rs. 100 each was increased

to Rs. 50,00,000 consisting of 50,000 Equity Shares of

Rs. 100/- each.

Not Available Not

Available*

3

The authorised share capital of Rs. 50,00,000 consisting

50,000 Equity Shares of Rs. 100/- each was increased to

Rs. 80,00,000 consisting of 80,000 Equity Shares of Rs.

100/- each.

March 26 , 2012 EGM

*Sub-division of each Equity Share of the Company having face value of Rs. 100/- each into 10

Equity Shares of face value of Rs. 10/- each with effect from July 05, 2016

5 The authorised share capital of Rs. 80,00,000 consisting

8,00,000 Equity Shares of Rs. 10/- each was increased to

Rs. 4,50,00,000 consisting of 45,00,000 Equity Shares of

Rs. 10/- each.

July 18, 2016 EGM

6 The authorised share capital of Rs. 4,50,00,000 consisting

of 45,00,000 Equity Shares of Rs. 10/- each was increased

to Rs. 5,00,00,000 consisting of 5,000,000 Equity Shares

of Rs. 10/- each.

December 07, 2016 EGM

*The form is not available with Company.

2. History of Equity Share Capital of our Company

Date of

Allotment /

Fully Paid-

up

No. of

Equity

Shares

allotted

Face

value

(Rs.)

Issue

Price

(Rs.)

Nature of

considerati

on

Nature of

Allotment

Cumulativ

e number

of Equity

Shares

Cumulative

Paid –up

Capital

(Rs.)

On

incorporatio

n

30 100 100 Cash

Subscriptio

n to

Memorand

um of

Association(1)

3000 3000

March 31,

1990 9,970 100 100 Cash

Further

Issue(2)

10,000 10,00,000

March 31,

1994 25,000 100 100 Cash

Further

Issue(3)

35,000 35,00,000

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Date of

Allotment /

Fully Paid-

up

No. of

Equity

Shares

allotted

Face

value

(Rs.)

Issue

Price

(Rs.)

Nature of

considerati

on

Nature of

Allotment

Cumulativ

e number

of Equity

Shares

Cumulative

Paid –up

Capital

(Rs.)

July 15,

2005 15,000 100 1,000 Cash

Further

Issue(4)

50,000 50,00,000

March 31,

2012 30,000 100 100 Cash

Further

Issue(5)

80,000 80,00,000

*Sub-division of each Equity Share of the Company having face value of Rs. 100/- each into 10

Equity Shares of face value of Rs. 10/- each with effect from July 05, 2016 after sub division the

restated position is as under:-

- 10 - - - 8,00,000 80,00,000

October

17, 2016

24,00,00

0 10 NA

Other than

Cash

Bonus

Issue(6)

32,00,000 3,20,00,000

*Allotment made on March 31, 1990 is of 10,000 Equity Shares out of which 30 Equity Shares were

subscribed during Incorporation of Company. Allotment of balance 9,970 Equity Shares is done on

March 31, 1990

1. Initial Subscribers to Memorandum of Association subscribed 30 Equity Shares of face value

of Rs. 100/-each fully paid at par as per the details given below:

Sr. No. Name of Allottee No. of shares

Allotted

1. Prakash Hemchand 10

2. Suresh Uttamchand 10

3. Rajesh Uttamchand 10

Total 30

2. Further Issue of 9,970 Equity Shares of face value of Rs. 100/- fully paid up at par as per the

details given below:

Sr. No Name of Allottee No. of Shares Allotted

1. Prakash Wadhwani 240

2. Suresh Wadhwani 240

3. Kanchan Wadhwani 5,000

4. Sonali Wadhwani 990

5. Sneha Wadhwani 500

6. Chandraprakash Wadhwani 3,000

Total 9,970

3. Further Issue of 25,000 Equity Shares of face value of Rs. 100/- fully paid up at par as per the

details given below:


1. Prakash Wadhwani 3,750

2. Suresh Wadhwani 6,750

3. Sneha Wadhwani 500

4. Rajesh Wadhwani 7,000

5. Geeta Wadhwani 4,000

6. Parameshwari Wadhwani 3,000

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Total 25,000

4. Further Issue of 15,000 Equity Shares of face value of Rs. 100/- fully paid up at a premium of

Rs. 900/- per share as per the details given below:




3. Rajesh Wadhwani 5,000

Total 15,000

5. Further Issue of 30,000 Equity Shares of face value of Rs. 100/- fully paid up per share at par

as per the details given below:




3. Prakash Wadhwani HUF 3,300

4. Geeta Wadhwani 3,000

5. Kanchan Wadhwani 3,000

6. Suresh Wadhwani HUF 3,300

7. Vidhi Wadhwani 7,500

8. Chandraprakash Wadhwani 3,300

Total 30,000

6. Bonus Issue of 24,00,000 Equity Shares of face value of Rs. 10/- at a ratio of three Equity

Share for every one Equity share held as on October 17, 2016.


1. Prakash Wadhwani 2,34,000

2. Chandraprakash Wadhawani 2,34,000

3. Geeta Wadhwani 7,83,000

4. Prakash Wadhwani HUF 2,19,000

5. Vidhi Wadhwani 5,67,000

6. Kunal Cold Storage Pvt Ltd 2,31,000

7. Farmico Cold Chain Pvt Ltd 1,32,000

Total 24,00,000

3. Number of Equity Shares have been issued pursuant to any scheme approved under Section 230-

240 of the Companies Act, 2013

4. As on date of this Draft Prospectus, our company does not have any preference share capital.

5. We have not issued any Equity Shares for consideration other than cash except as follows

Date of

Allotment

Number

of Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Reasons

for

Allotment

Benefits

Accrued to

our

Company

Allottees

No. of

Shares

Allotted

October 24,00,000 10 NA Bonus Prakash 2,34,000

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Date of

Allotment

Number

of Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Reasons

for

Allotment

Benefits

Accrued to

our

Company

Allottees

No. of

Shares

Allotted

17, 2016 issue of

Equity

shares

Wadhwani

Chandraprakash

Wadhawani 2,34,000

Geeta

Wadhwani 7,83,000

Prakash

Wadhwani

HUF

2,19,000

Vidhi

Wadhwani 5,67,000

Kunal Cold

Storage Pvt Ltd 2,31,000

Farmico Cold

Chain Pvt Ltd 1,32,000

6. We have not issued any Equity Shares including bonus shares by capitalizing any revaluation

reserves.

7. We have not issued any shares at price below Issue Price within last one year from the date of

this Draft Red Herring Prospectus except as given below:

Date of

Allotment

Number

of Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Reasons for

Allotment Allottees

No. of Shares

Allotted

October

17, 2016 24,00,000 10 NA

Bonus issue of

Equity shares

Prakash Wadhwani 2,34,000

Chandraprakash

Wadhawani 2,34,000

Geeta Wadhwani 7,83,000

Prakash Wadhwani

HUF 2,19,000

Vidhi Wadhwani 5,67,000

Kunal Cold Storage

Pvt Ltd 2,31,000

Farmico Cold

Chain Pvt Ltd 1,32,000

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8. Build-up of Promoters‟ shareholding, Promoters‟ contribution and lock-in

(i) Build-up of Promoters‘ shareholdings

As on the date of this Draft Prospectus, our Promoter Prakash Wadhwani, Chandraprakash Wadhwani, Geeta Wadhwani and Vidhi

Wadhwani holds 24,24,000 Equity Shares of our Company. None of the Equity Shares held by our Promoter are subject to any pledge.

1. Prakash Wadhwani

Date of

Allotment and

made fully paid

up / Transfer

No. of

Equity

Shares

Face

value per

Share

(Rs.)

Issue /

Acquisition /

Transfer

price Rs.)*

Nature of

Transactions

Pre-issue

shareholding %

Post – issue

shareholding

%

Pledge

Incorporation 10 100 100 Subscription to

MOA Negligible Negligible No

March 31, 1990 240 100 100 Further Issue 0.08% 0.05% No

March 31, 1994 3,750 100 100 Further Issue 1.17% 0.85% No

July 15, 2005 5,000 100 1000 Further Issue 1.56% 1.14% No

March 25, 2008 (1,500) 100 100 Transfer -0.47% -0.34% NA



March 27, 2012 1,000 100 100 Transfer 0.31% 0.23% No


Equity Share Capital of the Company having face value of Rs. 100/- each was subdivided into 10 Equity Shares of face value of Rs. 10/-

each with effect from July 05, 2016. After sub division the restated position is as under*

After Sub-

division 78,000 10 - 2.44% 1.77% -

October 17, 2016 2,34,000 10 NA Bonus Issue 7.31% 5.32% No

Total 3,12,000 9.75% 7.09%

*Cost of acquisition excludes Stamp Duty and the shares were made fully paid on the date of allotment.

**For calculating the pre and post issue shareholding percentage, number of equity shares allotted has been considered after giving effect to sub-

division of equity shares

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2. Chandraprakash Wadhwani

Date of

Allotment and

made fully paid

up / Transfer

No. of

Equity

Shares

Face

value per

Share

(Rs.)

Issue /

Acquisition /

Transfer

price Rs.)*

Nature of

Transactions

Pre-issue

shareholding %

Post – issue

shareholding

%

Pledge


March 25, 2008 1500 100 100 Transfer 0.47% 0.34% No


Equity Share Capital of the Company having face value of Rs. 100/- each was subdivided into 10 Equity Shares of face value of Rs.

10/- each with effect from July 05, 2016. After sub division the restated position is as under*

After Sub-

division 78,000 10 - 2.44% 1.77% -


Total 3,12,000 9.75% 7.09%




3. Geeta Wadhwani

Date of

Allotment and

made fully paid

up / Transfer

No. of

Equity

Shares

Face

value

per

Share

(Rs.)

Issue /

Acquisition

/ Transfer

price Rs.)*

Nature of Transactions

Pre-issue

shareholding

%

Post – issue

shareholding

%

Pledge


March 25, 2008 500 100 100 Transfer 0.16% 0.11% No


Equity Share Capital of the Company having face value of Rs. 100/- each was subdivided into 10 Equity Shares of face value of Rs. 10/- each with

effect from July 05, 2016. After sub division the restated position is as under*

After Sub- 75,000 10 - 2.34% 1.70% -

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Date of

Allotment and

made fully paid

up / Transfer

No. of

Equity

Shares

Face

value

per

Share

(Rs.)

Issue /

Acquisition

/ Transfer

price Rs.)*


Pre-issue

shareholding

%

Post – issue

shareholding

%

Pledge

division

September 16,

2016 76,000 10 10

Transfer from Suresh

Wadhwani 2.38% 1.73% No

September 16,

2016 70,000 10 NA

Gift from Kanchan


September 16,

2016 40,000 10 NA

Gift from Sneha


October 17,

2016

2,25,000 10 NA Bonus Issue

7.03% 5.11% No

5,58,000 10 NA 17.44% 12.68% No

Total 10,44,000 32.63% 23.73%




4. Vidhi Wadhwani

Date of

Allotment and

made fully paid

up / Transfer

No. of

Equity

Shares

Face

value per

Share

(Rs.)

Issue /

Acquisition /

Transfer

price Rs.)*


Pre-issue

shareholding

%

Post – issue

shareholding

%

Pledge

March 31, 2012 7,500 100 100 Further Issue 2.34% 1.70% No

Equity Share Capital of the Company having face value of Rs. 100/- each was subdivided into 10 Equity Shares of face value of Rs. 10/- each with

effect from July 05, 2016. After sub division the restated position is as under*

After Sub-

division 75000 10 - 2.34% 1.70% -

September 16,

2016 38,000 10 NA

Gift from Suresh


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Date of

Allotment and

made fully paid

up / Transfer

No. of

Equity

Shares

Face

value per

Share

(Rs.)

Issue /

Acquisition /

Transfer

price Rs.)*


Pre-issue

shareholding

%

Post – issue

shareholding

%

Pledge

September 16,

2016 76,000 10 NA

Gift from Kanchan



Total 7,56,000 23.63% 17.18%

*Cost of acquisition excludes Stamp Duty and the shares were made fully paid on the date of allotment



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(ii) Details of Promoter‟s Contribution locked in for three years:

Pursuant to Regulation 32 and 36 of SEBI (ICDR) Regulations, an aggregate of 20% of the post-Issue

capital held by our Promoter shall be considered as Promoter‘s Contribution (―Promoter Contribution‖)

and locked-in for a period of three years from the date of Allotment. The lock-in of the Promoter‘s

Contribution would be created as per applicable law and procedure and details of the same shall also be

provided to the Stock Exchange before listing of the Equity Shares.

Our Promoter have given written consent to include such number of Equity Shares held by them and

subscribed by them as a part of Promoter‘s Contribution constituting 20.89% Of the post issue Equity

Shares of our Company and have agreed not to sell or transfer or pledge or otherwise dispose of in any

manner, the Promoter Contribution, for a period of three years from the date of allotment in the Issue.

Date of Allotment

and made fully

paid up / Transfer

**No. of

Equity

Shares

*Face

value

per

Share

(Rs.)

*Issue /

Acquisiti

on /

Transfer

price

Rs.)*

Nature of

Transaction

s

**Post –

issue

sharehol

ding %

Lock-in

Period Source

Prakash Wadhwani

March 31, 2012 33,000 10 10 Further Issue 0.75% 3 Years [•]

October 17, 2016 2,34,000 10 NA Bonus Issue 5.32% 3 Years [•]

Chandraprakash Wadhwani


March 25, 2008 15,000 10 10 Transfer 0.34% 3 Years [•]



Geeta Wadhwani



Vidhi Wadhwani

March 31, 2012 75000 10 10 Further Issue 1.70% 3 Years [•]

Total 9,19,000 20.89%

*Face value of Equity Shares of our Company was sub divided into Rs 10/- from Rs 100/- each pursuant

to a resolution passed by our shareholders at the EGM on July 5, 2016.

**For calculating the post issue shareholding percentage, number of equity shares allotted has been

considered after giving effect to sub-division of equity shares

The minimum Promoters contribution has been brought in to the extent of not less than the specified

minimum lot and from the persons defined as ‗promoter‘ under the SEBI (ICDR) Regulations. The Equity

Shares that are being locked in are not ineligible for computation of Promoters‘ contribution in terms of

Regulation 33 of the SEBI ICDR Regulations. In connection, we confirm the following:

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a. The Equity Shares offered for minimum 20% Promoters‘ contribution have not been acquired in the

three years preceding the date of this Draft Prospectus for consideration other than cash and

revaluation of assets or capitalization of intangible assets nor resulted from a bonus issue out of the

revaluation reserves or unrealized profits of the Company or against Equity Shares which are

otherwise ineligible for computation of Promoters‘ contribution;

b. The minimum Promoters‘ contribution does not include Equity Shares acquired during the one year

preceding the date of this Draft Prospectus at a price lower than the Issue Price;

c. Our Company has not been formed by the conversion of a partnership firm into a Company and thus,

no Equity Shares have been issued to our Promoters upon conversion of a partnership firm;

d. The Equity Shares held by the Promoters and offered for minimum Promoters‘ contribution are not

subject to any pledge;

e. All the Equity Shares of our Company held by the Promoter are in the process of being

dematerialized; and

f. The Equity Shares offered for Promoters‘ contribution do not consist of Equity Shares for which

specific written consent has not been obtained from the Promoter for inclusion of its subscription in

the Promoters‘ contribution subject to lock-in.

(iii) Details of Equity Shares locked-in for one year

In terms of Regulation 36(b) and 37 of the SEBI ICDR Regulations, in addition to the Minimum

Promoters contribution which is locked in for three years, as specified above, the entire pre-Issue

equity share Capital shall be locked in for a period of one year from the date of allotment of Equity

Shares in this Public Issue.

(iv) Other requirements in respect of lock-in

Pursuant to Regulation 39 of the SEBI ICDR Regulations, the locked-in Equity Shares held by the

Promoters, as specified above, can be pledged only with scheduled commercial banks or public

financial institutions as collateral security for loans granted by such scheduled commercial banks or

public financial institution, provided that the pledge of the Equity Shares is one of the terms of the

sanction of the loan.

Provided that securities locked in as Promoters Contribution for 3 years under Regulation 36(a) of the

SEBI (ICDR) Regulations may be pledged only if, in addition to fulfilling the above requirement, the

loan has been granted by such scheduled commercial bank or public financial institution for the

purpose of financing one or more of the objects of the Issue.

Further, pursuant to Regulation 40 of the SEBI (ICDR) Regulations, the Equity Shares held by persons

other than the Promoters prior to the Issue may be transferred to any other person holding the Equity

Shares which are locked-in as per Regulation 37 of the SEBI (ICDR) Regulations, along with the

Equity Shares proposed to be transferred, provided that lock-in on such Equity Shares will continue

for the remaining period with the transferee and such transferee shall not be eligible to transfer such

Equity Shares till the lock-in period stipulated under the SEBI (ICDR) Regulations has ended, subject

to compliance with the Takeover Code, as applicable

We further confirm that our Promoters Contribution of 20.89 %of the post Issue Equity Share capital

does not include any contribution from Alternative Investment Fund.

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9. Our Shareholding Pattern

The table below represents the shareholding pattern of our Company as per Regulation 31 of the SEBI Listing Regulations 2015:-

i. Summary of Shareholding Pattern as on date of this Draft Prospectus:

Cate

gory

Catego

ry of

Shareh

older

No. of

shareho

lders

No.

of

fully

paid

up

equit

y

share

s

held

No.

of

Par

tly

pai

d-

up

equ

ity

sha

res

hel

d

No. of

shares

underl

ying

Depos

itory

Recei

pts

Total

nos.

share

s

held

Shareh

olding

as a %

of total

no. of

shares

(calcula

ted as

per

SCRR,

1957)

As a %

of

(A+B+

C2)

Number of

Voting

Rights held

in each class

of securities*

No. of

Shares

Underl

ying

Outsta

nding

convert

ible

securiti

es

(includi

ng

Warra

nts)

Shareh

olding ,

as a %

assumin

g full

convers

ion of

converti

ble

securiti

es ( as a

percent

age of

diluted

share

capital)

As a %

of

(A+B+

C2)

Number

of

Locked

in

shares*

*

Number

of

Shares

pledged

or

otherwis

e

encumb

ered

Number

of equity

shares

held in

demateri

alized

form No of

Votin

g

Right

s

Total

as a

% of

(A+B

+C)

N

o.

(a

)

As

a %

of

tota

l

Sha

res

hel

d

(b)

N

o.

(a

)

As

a %

of

tota

l

Sha

res

hel

d

(b)

I II III IV V VI

VII =

IV +

V+

VI

VIII IX X XI =

VII + X XII XIII XIV

A Promot

er and 7

32,00

,000 - -

32,00

,000 100%

32,00

,000 100% - - - - - [•]

of 414

Cate

gory

Catego

ry of

Shareh

older

No. of

shareho

lders

No.

of

fully

paid

up

equit

y

share

s

held

No.

of

Par

tly

pai

d-

up

equ

ity

sha

res

hel

d

No. of

shares

underl

ying

Depos

itory

Recei

pts

Total

nos.

share

s

held

Shareh

olding

as a %

of total

no. of

shares

(calcula

ted as

per

SCRR,

1957)

As a %

of

(A+B+

C2)

Number of

Voting

Rights held

in each class

of securities*

No. of

Shares

Underl

ying

Outsta

nding

convert

ible

securiti

es

(includi

ng

Warra

nts)

Shareh

olding ,

as a %

assumin

g full

convers

ion of

converti

ble

securiti

es ( as a

percent

age of

diluted

share

capital)

As a %

of

(A+B+

C2)

Number

of

Locked

in

shares*

*

Number

of

Shares

pledged

or

otherwis

e

encumb

ered

Number

of equity

shares

held in

demateri

alized

form No of

Votin

g

Right

s

Total

as a

% of

(A+B

+C)

N

o.

(a

)

As

a %

of

tota

l

Sha

res

hel

d

(b)

N

o.

(a

)

As

a %

of

tota

l

Sha

res

hel

d

(b)

I II III IV V VI

VII =

IV +

V+

VI

VIII IX X XI =


Promot

er

Group

B Public - - - - - - - - - - - - - - -

C Non

Promot- - - - - - - - - - - - - - -

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Cate

gory

Catego

ry of

Shareh

older

No. of

shareho

lders

No.

of

fully

paid

up

equit

y

share

s

held

No.

of

Par

tly

pai

d-

up

equ

ity

sha

res

hel

d

No. of

shares

underl

ying

Depos

itory

Recei

pts

Total

nos.

share

s

held

Shareh

olding

as a %

of total

no. of

shares

(calcula

ted as

per

SCRR,

1957)

As a %

of

(A+B+

C2)

Number of

Voting

Rights held

in each class

of securities*

No. of

Shares

Underl

ying

Outsta

nding

convert

ible

securiti

es

(includi

ng

Warra

nts)

Shareh

olding ,

as a %

assumin

g full

convers

ion of

converti

ble

securiti

es ( as a

percent

age of

diluted

share

capital)

As a %

of

(A+B+

C2)

Number

of

Locked

in

shares*

*

Number

of

Shares

pledged

or

otherwis

e

encumb

ered

Number

of equity

shares

held in

demateri

alized

form No of

Votin

g

Right

s

Total

as a

% of

(A+B

+C)

N

o.

(a

)

As

a %

of

tota

l

Sha

res

hel

d

(b)

N

o.

(a

)

As

a %

of

tota

l

Sha

res

hel

d

(b)

I II III IV V VI

VII =

IV +

V+

VI

VIII IX X XI =


er- Non

Public

1

Shares

underly

ing

DRs

- - - - - - - - - - - - - - -

of 414

Cate

gory

Catego

ry of

Shareh

older

No. of

shareho

lders

No.

of

fully

paid

up

equit

y

share

s

held

No.

of

Par

tly

pai

d-

up

equ

ity

sha

res

hel

d

No. of

shares

underl

ying

Depos

itory

Recei

pts

Total

nos.

share

s

held

Shareh

olding

as a %

of total

no. of

shares

(calcula

ted as

per

SCRR,

1957)

As a %

of

(A+B+

C2)

Number of

Voting

Rights held

in each class

of securities*

No. of

Shares

Underl

ying

Outsta

nding

convert

ible

securiti

es

(includi

ng

Warra

nts)

Shareh

olding ,

as a %

assumin

g full

convers

ion of

converti

ble

securiti

es ( as a

percent

age of

diluted

share

capital)

As a %

of

(A+B+

C2)

Number

of

Locked

in

shares*

*

Number

of

Shares

pledged

or

otherwis

e

encumb

ered

Number

of equity

shares

held in

demateri

alized

form No of

Votin

g

Right

s

Total

as a

% of

(A+B

+C)

N

o.

(a

)

As

a %

of

tota

l

Sha

res

hel

d

(b)

N

o.

(a

)

As

a %

of

tota

l

Sha

res

hel

d

(b)

I II III IV V VI

VII =

IV +

V+

VI

VIII IX X XI =


2

Shares

held by

Employ

ee

Trusts

- - - - - - - - - - - - - - -

Total 7 32,00

,000 - -

32,00

,000

100.00

%

32,00

,000

100.0

0% - - - - - [•]

of 414

*As on the date of this Draft Prospectus 1 Equity Shares holds 1 vote.

**All Pre-IPO Equity Shares of our Company will be locked in as mentioned above prior to listing of shares on BSE SME Platform.

Note: PAN of shareholders will be provided to the Stock Exchange by our Company prior to listing of its Equity Shares on the Stock Exchange.

Our Company will file the shareholding pattern of our Company, in the form prescribed under Regulation 31 of the SEBI Listing Regulations, one

day prior to the listing of the Equity shares. The Shareholding pattern will be uploaded on the website of BSE before commencement of trading of

such Equity Shares.

*** In terms of SEBI Listing Regulations, our Company shall ensure that the Equity Shares held by the Promoter / members of the Promoter

Group shall be dematerialised prior to listing of Equity share

of 414

10. Following are the details of the holding of securities (including shares, warrants,

convertible securities) of persons belonging to the category “Promoter and Promoter

Group”:

Sr.

No.

Name of the

Shareholder

Pre – Issue Post – Issue

No. of Equity

Shares

% of Pre-

Issue Capital

No. of Equity

Shares

% of Post-

Issue Capital

(I) (II) (III) (IV) (V) (VI)

Promoter

1. Prakash Wadhwani 3,12,000 9.75% 3,12,000 7.09%

2. Chandraprakash

Wadhwani 3,12,000 9.75% 3,12,000 7.09%

3. Geeta Wadhwani 10,44,000 32.63% 10,44,000 23.73%

4. Vidhi Wadhwani 7,56,000 23.63% 7,56,000 17.18%

Sub total (A) 24,24,000 75.75% 24,24,000 55.09%

Promoter Group

1. Prakash WadhwaniHUF 2,92,000 9.13% 2,92,000 6.64%

2. Kunal Cold Storage

Private Limited 3,08,000 9.63% 3,08,000 7.00%

3. Farmico Cold Chain

Private Limited 1,76,000 5.50% 1,76,000 4.00%

Sub total (B) 7,76,000 24.25% 7,76,000 17.64%

Total (A+B) 32,00,000 100% 32,00,000 72.73%

11. The average cost of acquisition of or subscription to Equity Shares by our Promoter is set

forth in the table below:

Name of the Promoter No. of Shares held Average cost of Acquisition (in Rs.)

Prakash Wadhwani 3,12,000 16.91

Chandraprakash Wadhwani 3,12,000 0.40

Geeta Wadhwani 10,44,000 1.45

Vidhi Wadhwani 7,56,000 0.99

12. No persons belonging to the category ―Public‖ holds securities (including shares, warrants,

convertible securities) of more than 1% of the total number of shares

13. The lists of top 10 shareholders of our Company and the number of Equity Shares held by

them as on the date of filing, ten days before the date of filing and two years before the date

of filing of this Draft Prospectus are set forth below:

a. Particulars of the top ten shareholders as on the date of filing this Draft Prospectus:

Sr. No. Name of Shareholders Number of Equity

Shares

% of Total Paid-Up

Capital

of 414


Shares

% of Total Paid-Up

Capital

1. Geeta Wadhwani 10,44,000 32.62%

2. Vidhi Wadhwani 7,56,000 23.62%

3. Prakash Wadhwani 3,12,000 9.75%

4. Chandraprakash Wadhwani 3,12,000 9.75%

5. Kunal Cold Storage Private Limited 3,08,000 9.63%

6. Prakash Wadhwani HUF 2,92,000 9.13%

7. Farmico Cold Chain Private Limited 1,76,000 5.50%

Total 32,00,000 100.00%

As on the date of this Draft Prospectus, our Company has only 7 shareholders.

b. Particulars of top ten shareholders ten days prior to the date of filing this Draft Prospectus:


Shares

% of Total Paid-Up

Capital

1. Geeta Wadhwani 10,44,000 32.62%

2. Vidhi Wadhwani 7,56,000 23.62%

3. Prakash Wadhwani 3,12,000 9.75%

4. Chandraprakash Wadhwani 3,12,000 9.75%

5. Kunal Cold Storage Private Limited 3,08,000 9.63%

6. Prakash Wadhwani HUF 2,92,000 9.13%

7. Farmico Cold Chain Private Limited 1,76,000 5.50%

Total 32,00,000 100.00%

As at ten days prior to date of this Draft Prospectus, our Company has only 7 shareholders.

c. Particulars of the top ten shareholders two years prior to the date of filing of this Draft Prospectus:


Shares

% of Total Paid-Up

Capital

1. Prakash Wadhwani 7,800 9.75%

2. Chandraprakash Wadhwani 7,800 9.75%

3. Kunal Cold Storage Private Limited 7,700 9.63%

4. Suresh Wadhwani 7,600 9.50%

Kanchan Wadhwani 7,600 9.50%

5. Geeta Wadhwani 7,500 9.38%

6. Vidhi Wadhwani 7,500 9.38%

7. Prakash Uttamchandi HUF 7,300 9.13%

8. Natasha Wadhwani 7,000 8.75%

9. Wadhwani Parmeshwari Cold Storage

Private Limited 4,400 5.50%

10. Sneha Wadhwani 4,000 5.00%

Total 76,200 95.27%

The face value of equity shares before two years of filing of the draft prospectus was Rs. 100 per

equity share

of 414

14. Our Company does not have any Employee Stock Option Scheme / Employee Stock Purchase

Plan for our employees and we do not intend to allot any shares to our employees under

Employee Stock Option Scheme / Employee Stock Purchase Plan from the proposed issue. As

and when, options are granted to our employees under the Employee Stock Option Scheme, our

Company shall comply with the SEBI (Share Based Employee Benefits) Regulations, 2014.

15. Neither the Lead Manager viz. Pantomath Capital Advisors Private Limited nor their associates

hold any Equity Shares of our Company as on the date of the Draft Prospectus.

16. Under-subscription in the net issue, if any, in any category, would be allowed to be met with spill

over from any other category or a combination of categories at the discretion of our Company in

consultation with the Lead Manager and the SME Platform of BSE.

17. The unsubscribed portion in any reserved category (if any) may be added to any other reserved

category.

18. The unsubscribed portion, if any, after such inter se adjustments among the reserved categories

shall be added back to the net offer to the public portion.

19. No shares/purchased/sold by the Promoter and Promoter Group, directors and their immediate

relatives during last six months.

20. There are no Equity Shares against which depository receipts have been issued.

21. Other than the Equity Shares, there are is no other class of securities issued by our Company.

22. There will be no further issue of capital, whether by way of issue of bonus shares, preferential

allotment, right issue or in any other manner during the period commencing from the date of the

Draft Prospectus until the Equity Shares have been listed.

23. Further, our Company does not intend to alter its capital structure within six months from the date

of opening of the Issue, by way of split / consolidation of the denomination of Equity Shares.

However our Company may further issue Equity Shares (including issue of securities convertible

into Equity Shares) whether preferential or otherwise after the date of the listing of equity shares

to finance an acquisition, merger or joint venture or for regulatory compliance or such other

scheme of arrangement or any other purpose as the Board may deem fit, if an opportunity of such

nature is determined by its Board of Directors to be in the interest of our Company

24. None of the persons / Companies comprising our Promoter Group, or our Directors or their

relatives have financed the purchase by any other person of securities of our Company other than

in the normal course of the business of any such entity / individual or otherwise during the period

of six months immediately preceding the date of filing of this Draft Prospectus.

25. Our Company, our Promoters, our Directors and the Lead Manager have not entered into any buy

back or standby or similar arrangements for the purchase of Equity Shares being offered through

the Issue from any person.

26. There are no safety net arrangements for this public issue.

27. An over-subscription to the extent of 10% of the Issue can be retained for the purpose of rounding

off to the nearest multiple of minimum allotment lot, while finalising the Basis of Allotment.

Consequently, the actual Allotment may go up by a maximum of 10% of the Issue, as a result of

which, the post-Issue paid up capital after the Issue would also increase by the excess amount of

Allotment so made. In such an event, the Equity Shares held by our Promoters and subject to

lock- in shall be suitably increased; so as to ensure that a minimum of 20% of the post Issue paid-

up capital is locked in.

28. In case of over-subscription in all categories the allocation in the Issue shall be as per the

requirements of Regulation 43(4) of SEBI (ICDR) Regulations, as amended from time to time.

29. As on date of this Draft Prospectus there are no outstanding warrants, options or rights to convert

debentures loans or other financial instruments into our Equity Shares.

of 414

30. All the Equity Shares of our Company are fully paid up as on the date of the Draft Prospectus.

Further, since the entire issue price in respect of the Issue is payable on application, all the

successful applicants will be issued fully paid-up equity shares and thus all shares offered through

this issue shall be fully paid-up.

31. As per RBI regulations, OCBs are not allowed to participate in this Issue.

32. Our Company has not raised any bridge loans against the proceeds of the Issue.

33. Our Company undertakes that at any given time, there shall be only one denomination for our

Equity Shares, unless otherwise permitted by law.

34. Our Company shall comply with such accounting and disclosure norms as specified by SEBI from

time to time.

35. An Applicant cannot make an application for more than the number of Equity Shares being issued

through this Issue, subject to the maximum limit of investment prescribed under relevant laws

applicable to each category of investors.

36. No payment, direct or indirect in the nature of discount, commission, and allowance or otherwise

shall be made either by us or our Promoters to the persons who receive allotments, if any, in this

Issue.

37. We have 7 shareholders as on the date of filing of the Draft Prospectus.

38. Our Promoters and the members of our Promoter Group will not participate in this Issue.

39. Our Company has not made any public issue since its incorporation.

40. Our Company shall ensure that transactions in the Equity Shares by the Promoters and the

Promoter Group between the date of filing the Draft Prospectus and the Issue Closing Date shall

be reported to the Stock Exchange within twenty-four hours of such transaction.

41. For the details of transactions by our Company with our Promoter Group, Group Companies

during the period ended December 31, 2016 and financial years ended March 31, 2016, 2015,

2014, 2013 and 2012 and please refer to paragraph titled ‗Details of Related Parties Transactions

as Restated‘ in the chapter titled ―Financial Statements as Restated‖ on page 175 of the Draft

Prospectus. None of our Directors or Key Managerial Personnel holds Equity Shares in our

Company, except as stated in the chapter titled ―Our Management‖ beginning on page 149 of the

Draft Prospectus.

of 414

OBJECTS OF THE ISSUE

Requirement of Funds:

The proceeds of the Issue, after deducting Issue related expenses, are estimated to be [•] lakhs (the

―Net Proceeds‖).

We intend to utilize the net proceeds from Issue towards the following objects:

1. Setting up of integrated cold storage facility

2. General Corporate Purpose

Also, we believe that the listing of Equity Shares will enhance our Company‘s corporate image, brand

name and create a public market for our Equity Shares in India.

The main objects clause of our Memorandum of Association and the objects incidental and ancillary

to the main objects enables us to undertake the activities for which funds are being raised in the Issue.

The existing activities of our Company are within the objects clause of our Memorandum of

Association.

ISSUE PROCEEDS

Particulars Amount (Rs. in lakhs)*(1)

Gross Proceeds from the Issue [●]

(Less) Issue related expenses [●]

Net Proceeds [●]

(1) To be finalised on determination of Issue Price

*As on the date of Draft Prospectus, our Company has incurred Rs. [•] lakhs towards Issue expenses.

UTILIZATION OF NET PROCEEDS

The net proceeds are proposed to be used in manner as set out below:

Sr.

No. Particulars

Amount to be

financed from Net

Proceeds of the Issue

(Rs. in lakhs)(1)

Percentage of

Gross

Proceeds

Percentage of

Net Proceeds

1. Setting up integrated cold

storage facility. 646.49 [•] [•]

2. General Corporate Purposes [•] [•] [•]

(1) To be finalised on determination of Issue Price

Schedule of Implementation and Deployment of Funds

We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated

schedule of implementation and deployment of funds set forth in the table below. As on the date of

this Draft Prospectus, our Company had not deployed any funds towards the objects of the Issue.

(In lakhs)

of 414

Sr. No Particulars

Amount to be funded

from the Net

Proceeds

Estimated Utilization of Net

Proceeds

(Financial Year 2017 and

Financial Year 2018)*

1. Setting up integrated cold

storage facility. 646.49 [•]

2. General Corporate Purpose [•] [•]

We have incurred [•] lakhs as preoperative expenses from internal accruals as certified by our Peer

Review Auditor vide certificate dated [•]

(1)To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing

with the RoC.

To the extent our Company is unable to utilise any portion of the Net Proceeds towards the Objects, as

per the estimated schedule of deployment specified above, our Company shall deploy the Net

Proceeds in the subsequent Financial Years towards the Objects.

MEANS OF FINANCE

The total estimated cost for setting up of integrated cold storage facility is Rs. 3,129.01 lakhs.

Sr.

No. Particulars Amount (in Rs. lakhs)

1. Total Project Cost 3,129.01

2. Amount already deployed in Project Nil

3. Amount proposed to be financed from IPO Proceeds 646.49

4. Funds required excluding funding from Net Proceeds 2,482.52

5. 75% of funds required excluding the net proceeds for

this Object 1,861.89

6. Funds from Term Loan sanctioned by Bank 1,500.00

7. Eligible Grant from Ministry of Food Processing

Industry* 782.52

*Grant letter received from Ministry of Food Processing Industries dated April 17, 2017 sanctioning

grant amounting to Rs. 782.52 lakhs

Note: Any increase in the cost of project or shortfall in the funding would be financed through

internal accruals.

Accordingly we confirm that we are in compliance with requirement to make firm

arrangements of finance under Regulation 4(2)(g) of the SEBI ICDR Regulations through

verifiable means towards atleast 75% of the stated means of finance, excluding the amount to be

raised from the net proceeds and existing identifiable internal accruals.

The fund requirement and deployment is based on internal management estimates and our

Company‟s current business plan and is subject to change in light of changes in external

circumstances or costs, other financial conditions, business or strategy. These estimates have not

been appraised by any bank or financial institution.

of 414

In view of the dynamic nature of the sector and specifically that of our business, we may have to

revise our expenditure and fund requirements as a result of variations in cost estimates, exchange rate

fluctuations and external factors which may not be within the control of our management. This may

entail rescheduling and revising the planned expenditures and fund requirements and increasing or

decreasing expenditures for a particular purpose at the discretion of our management, within the

objects.

While we intend to utilise the Issue Proceeds in the manner provided above, in the event of a surplus,

we will use such surplus towards general corporate purposes including meeting future growth

requirements. In case of variations in the actual utilisation of funds earmarked for the purposes set

forth above, increased fund requirements for a particular purpose may be financed by surplus funds, if

any, available in respect of the other purposes for which funds are being raised in this Issue. In the

event of any shortfall in the Net Proceeds, we may explore a range of options including utilising our

internal accruals and seeking additional debt from existing and future lenders.

PROJECT IMPLEMENTATION SCHEDULE:

Particulars Period

Land acquisition Already acquired except one proposed land at Nagpur]

which has to be funded from internal accrual.

Commencement of Construction of

Building August 2017

Completion of Construction of

Building September 2018

Date of placing order for plant and

machinery October 17

Date of Commisioning October 2018 to November 2018

Date of trial run November 2018

Date of Commercial operation December 2018

Further our Management, in accordance with the policies setup by the Board, will have flexibility in

deploying the Net Proceeds of the Issue.

1. Setting up of Integrated Cold Storage Facility

Our Company has acquired two premises on lease basis in Nagpur and Mumbai respectively. Land at

APMC Nagpur is identified and we are in the process of acquiring the same on lease from APMC

Market Yard. Details of facilities are as follows:

a. Khasra No. 20/1-A and 20/2-A at Lihigaon, Kamptee, Nagpur, Maharashtra admeasuring

12,000 Sq Mts. which is leased from Prakash Wadhwani and Chandraprakash Wadhwani for

30 Years.

Sr.

No.

Type of facilities proposed to be

created No. Of Units

Total Capacity

[MT, Ltrs, MT/Hr., where

ever applicable]

1 IQF 1 No 1 MT/hr

2 Frozen Food store 5 Chambers 1,000 MT

3 Normal cold store 5 Chambers 3,750 MT

4 Accessories/support infrastructure/

utilities such as dock levelers, hand 1 No --

of 414

Sr.

No.



Total Capacity


ever applicable]

pallet trucks, sorting/grading line, ETP,

mezzanine flooring, etc.

5

Renewable/ alternate energy

technologies Solar PV power

generation system for the project.

1 Lot 175 kW

6

Modern technology for reducing

carbon foot print, energy efficiency,

PLCs, dock levelers, dock shelters etc.

1 Lot --

b. APMC Nagpur premises, Nagpur, Maharashtra is proposed to be acquired from APMC

Market Yard on lease basis

Sr.

No.



Total Capacity


ever applicable]

1 Ripening Chambers 8 Nos of

chambers 120

c. Plot no. C-56, TTC Industrial Area, Village-Bonsary, Tal & Dist- Thana, Navi Mumbai,

Maharashtra admeasuring 3,000 Sq Mts. which is leased from Maharashtra Industrial

Development Corporation for 30 Years.

Sr.

No.



Total Capacity


ever applicable]

1 Normal cold store 5 Chambers 3600 MT

2 Frozen Food store 3 Chambers 1000 MT

3

Modern technology for reducing

carbon foot print, energy efficiency,

PLCs, dock levelers, dock shelters etc.

1 Lot --

4

Renewable/ alternate energy

technologies Solar PV power

generation system for the project.

1 Lot 250 kW

5

Accessories/support infrastructure/

utilities such as dock levelers,

mezzanine flooring, etc.

1 Lot --

Estimated Project cost details

Item

Gross

Amount (In

Rs. Lakh)

Aggregate

Amount (In

Rs. Lakh)

Land (Including FLIs/CCs /Value added center / distribution

center --

Site Development

Technical Civil Work (TCW)(a)

1. Nagpur 1

2. Nagpur 2

3. Mumbai

237.55

32.76

509.53

779.84

of 414

We have not considered cost of land as a part of project as the same as already been acquired by our

Company. Further, we are in the process of acquiring land in Nagpur on lease basis for Primary

Processing Centre.

(a) Technical and Civil work would include building of cold storage hub at Nagpur and Mumbai

and building of ripening facility at Nagpur which inter alia includes construction of slab area,

plinth, roof, RCC Slab, flooring, etc. List of supplies and cost of Civil Work is as below:

Sr.

No. Name of the Component

Proposed Cost

(in lakhs Rs.) Quotation

Farm Level Infrastructure : Primary Processing Centre-1 at Nagpur

1 Plinth, Structural Steel, Shed, Roof,

RCC Slab Structure, C/s Floor 237.55 Chandrakant E Godse

Farm Level Infrastructure : Primary processing Centre-2 at Nagpur

2 Plinth, RCC Slab and Roof Work 32.76 Chandrakant E Godse

Distribution Hub at Navi Mumbai

3 Basement, Total Slab Area, Total

Floor Area and Roof Area 509.53 Chandrakant E Godse

Total 779.84

(b) Other Civil Works would include setting up of Cold Storage by purchasing and installing

machinery and other allied activities. List of plant and machinery and their suppliers

Sr.


Proposed

Quantity

Proposed Cost

(in lakhs Rs.) Supplier


1

Individual Quick Freezing

(IQF) Machine, Capacity-

1000 Kg / Hr

1 No 154.61 Pigo SRL

2

Equipment / Accessories for

processing including powered

roller conveyors for filled &

empty crates, PVC crates, SS

tables, strapping machine,

weighing machine etc.

1 Lot 22.93 Megastar

Engineering

3 Weigh Bridge 60 MT 1 No 9.50 Statweigh India Pvt

Ltd

4 Goods Lift 2 MT Payload 1 No 5.15 Suresh Engineering

5

Refrigeration System for

3750 MT cold Storage + 1000

MT Frozen Food Storage +

IQF complete including

Compressors, Electric

1 Lot 310.00

Refcon Engineering

Services Pvt Ltd,

Pune

Other Civil Works

Plant & Machinery (P&M)(Including Solar Project Cost)(b)

1. Nagpur

2. Nagpur

3. Mumbai

1,143.24

158.04

724.14

2,025.42

Reefer Transport(c)

188.75 188.75

Pre-operative Expenses(d)

30.00 30.00

Interest During Construction(e)

105.00 105.00

Total Project Cost 3,129.01 3,129.01

of 414

Sr.


Proposed

Quantity

Proposed Cost


motors, Evap. condensers,

Receivers, Air cooling units,

controls & instruments, ref.

piping, fittings & valves,

water piping fittings &

valves, MCC panel for ref.

system, PLC panel & others

etc

6

Thermal Insulation for 3750

MT cold Storage + 1000 MT

Frozen Food Storage

complete including wall

panels, ceiling panels, floor

insulation & ancillary items

1 Lot 219.23 Lloyd Insulation

(India) Ltd

7

Insulated doors, dock doors,

Dock levelers, Dock seals etc.

for 3750 MT cold Storage +

1000 MT Frozen Food

Storage + Ante room + IQF

hall including grading sorting

& other equipment.

1 Lot 31.79 Metaflex Doors

India Pvt. Ltd

8

Fire Fighting System

including

1.Portable Fire Extinguishers

2.Fire Hydrant System

3. Sprinkler System

4. Fire Alarm System

5. Pumps, Cables & Valves

1 Lot 84.95 Ramdy Associates

9

Refrigeration system for ante-

room, dock area & IQF hall

including grading sorting &

other equipment. complete

including condensing units,

air cooling units,

interconnected copper piping,

suction line insulation, drain

piping etc.

1 Lot 25.00

Ashapuri

Refrigeration

Services

10

H.T. installation work

comprising of:

11 KV overhead transmission

line with DP structure. 11 KV

metering kiosk as per

MSEDCL specifications. 11

KV breaker panel. 500 KVA

11 KV/433 Volts transformer

with OLTC & RTCC. 11 KV

3 core x 95 sq.mm.

Aluminum conductor XLPE

insulated cable.

Termination of above-

mentioned cables.

1 Lot 268.58 Dig-Ambar

Associates

of 414

Sr.


Proposed

Quantity

Proposed Cost


Earthing stations.

11

L.T. Panels comprising of:

Outdoor type ACB Panel,

Main Power Control center,

280 KV Ar APFC Panel.

1 Lot

12

L.T. installation work

comprising of:

L.T. cabling. Cable trays,

Earthing, Lightning

protection etc

1 Lot

13 Indoor Lighting Work 1 Lot

14 Outdoor Lighting Work 1 Lot

15

500 KVA D.G. set with ACB

Panel & mechanical

installation of D.G. set.

1 No

16

250 KW Solar Photo Voltaic

power plant (on grid type

system with net metering

provision)

1 Lot

17 ETP, Hand Pallet Trucks 1 Lot 11.50

Ashapuri

Refrigeration

Services


1

Ripening System including

thermal insulation,

refrigeration system,

insulated doors etc. for 8 nos

of Ripening chambers of

capacity 15 MT each.

1 Lot 128.90

Ashapura

Refrigeration

Services

2


comprising of:


line with DP structure.

100 KVA 11 KV/433 Volts

transformer.

Earthing stations.

1 Lot

24.94

Dig-Ambar

Associates

3


Outdoor type MCCB Panel,

Main Power Control

center,55 KVAr APFC Panel.

1 Lot

4


comprising of:

L.T. cabling, Cable trays,

Earthing.

Lightning protection.

1 Lot

5

Indoor Lighting work

comprising of:

LED type IP 65 class light

fixtures.

Point wiring for Lights.

MCB DBs.

1 Lot

of 414

Sr.


Proposed

Quantity

Proposed Cost


6

Outdoor Lighting work

comprising of:

Wall Mounted 90 watt IP 65

class LED street lights.

1 Lot

7

100 KVA D.G. set with

MCCB Panel, & mechanical


1 Lot

8 Goods Lift 2 MT Payload 1 No. 4.20 Suresh Engineers


1


3600 MT cold Storage +1000

MT Frozen Food Storage

complete including




controls & instruments, re.





etc.

1 Lot 209.75 Refcon Engineering

Services P L

2


MT cold Storage +1000 MT

Frozen Food Storage




1 Lot 171.13 Llyod Insulations

(India) Limited

3



for 3600 MT cold Storage

+1000 MT Frozen Food

Storage + Ante room

1 Lot 39.60

Metalflex Doors

India Private

Limited

4


room & dock area complete


air cooling units,



piping etc.


Engineering

5


including,



3. Sprinkler System


5. Pumps, Cables and Valves


6 Goods Lift 2 MT Payload 2 Nos 10.30 Suresh Engineers

7


comprising of:


1 Lot 204.20 Dig-Ambar

Associates

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Sr.


Proposed

Quantity

Proposed Cost



11 KV metering kiosk as per

MSEDCL specifications.

11 KV breaker panel.


transformer with OLTC &

RTCC.

11 KV 3 core x 95 sq. mm.

aluminum conductors XLPE

insulated cable.


mentioned cables.

Earthling stations etc

8

L.T. Panels comprising

of:Outdoor type ACB

Panel,Main Power Control

center, 280 KVAr APFC

Panel.

1 Lot

9


comprising of:


Earthling, Lightning

protection etc

1 Lot



12


Panel & mechanical


1 No

13 175 KW Solar Photo Voltaic

power plant 1 Lot

(c) Reefer Transportation includes purchasing of Refrigerated Vans and approvals thereof.

Sr.


Proposed

Quantity

Proposed Cost


1

Refer Trucks with

Refrigeration

system suitable for 20 MT

chassis capacity Truck

Make of the Truck : TATA /

Eisher / Equiv

Make of the Transport

Refrigeration System :

Carrier / Haw sung /

Thermoking / Eqvt

3 Nos 188.75 Megastar

Engineering

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2

Refer Trucks with

Refrigeration




Eisher / Equiv




Thermoking / Equiv

2 Nos

(d) Preoperative Expenses would include expenses done to hire services of professionals for

project report, certifications, etc.

(e) Interest during construction includes cost of interest cost on sanctioned loan

Our Promoters, Directors, Key Management Personnel or Group Entities have no interest in the

proposed procurements, as stated above.

All utility related approvals to this facilities are pending.

2. General Corporate Purpose

Our Company proposes to deploy the balance Net Proceeds aggregating Rs [●] lakhs towards general

corporate purposes, subject to such utilization not exceeding 25% of the Net Proceeds, in compliance

with the SEBI Regulations, including but not limited to strategic initiatives, partnerships and joint

ventures, meeting exigencies which our Company may face in the ordinary course of business,

meeting expenses incurred in the ordinary course of business and any other purpose as may be

approved by the Board or a duly appointed committee from time to time, subject to compliance with

the necessary provisions of the Companies Act. Our Company's management, in accordance with the

policies of the Board, will have flexibility in utilizing any surplus amounts

ISSUE RELATED EXPENSES

The expenses for this Issue include issue management fees, underwriting fees, registrar fees, legal

advisor fees, printing and distribution expenses, advertisement expenses, depository charges and

listing fees to the Stock Exchange, among others. The total expenses for this Issue are estimated not to

exceed Rs. [●] Lakhs.

Expenses

Expenses

(Rs. in

Lakhs)*

Expenses (%

of total Issue

expenses)

Expenses (%

of Gross Issue

Proceeds)

Payment to Merchant Banker including expenses

towards printing, advertising, and payment to other

intermediaries such as Registrars, Bankers etc.

[•] [•] [•]

Regulatory fees [•] [•] [•]

Marketing and Other Expenses [•] [•] [•]

Total estimated Issue expenses [•] [•] [•]

*As on date of the Draft Prospectus, our Company has incurred Rs. [•] Lakhs towards Issue

Expenses out of internal accruals.

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**SCSBs will be entitled to a processing fee of Rs. 10/- per Application Form for processing of the

Application Forms procured by other Application Collecting Intermediary and submitted to them on

successful allotment.

Selling commission payable to Registered broker, SCSBs, RTAs, CDPs on the portion directly

procured from Retail Individual Applicants and Non Institutional Applicants, would be 0.01% on the

Allotment Amount# or Rs 10/- whichever is less on the Applications wherein shares are allotted.

The commissions and processing fees shall be payable within 30 working days post the date of receipt

of final invoices of the respective intermediaries.

#Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.

BRIDGE FINANCING

We have not entered into any bridge finance arrangements that will be repaid from the Net Issue

Proceeds. However, we may draw down such amounts, as may be required, from an overdraft

arrangement / cash credit facility with our lenders, to finance project requirements until the

completion of the Issue. Any amount that is drawn down from the overdraft arrangement / cash credit

facility during this period to finance project requirements will be repaid from the Net Proceeds of the

Issue.

APPRAISAL BY APPRAISING AGENCY

The fund requirement and deployment is based on internal management estimates and has not been

appraised by any bank or financial institution.

INTERIM USE OF FUNDS

Pending utilization of the Issue Proceeds for the Objects of the Issue described above, our Company

shall deposit the funds only in Scheduled Commercial Banks included in the Second Schedule of

Reserve Bank of India Act, 1934.

In accordance with Section 27 of the Companies Act, 2013, our Company confirms that, pending

utilisation of the proceeds of the Issue as described above, it shall not use the funds from the Issue

Proceeds for any investment in equity and/or real estate products and/or equity linked and/or real

estate linked products.

MONITORING UTILIZATION OF FUNDS

As the size of the Issue does not exceed Rs [●] , in terms of Regulation 16 of the SEBI Regulations,

our Company is not required to appoint a monitoring agency for the purposes of this Issue. Our Board

and Audit Committee shall monitor the utilization of the Net Proceeds.

Pursuant to Regulation 32 of the Listing Regulations, our Company shall on a half yearly basis

disclose to the Audit Committee the uses and application of the Issue Proceeds. Until such time as any

part of the Issue Proceeds remains unutilized, our Company will disclose the utilization of the Issue

Proceeds under separate heads in our Company‘s balance sheet(s) clearly specifying the amount of

and purpose for which Issue Proceeds have been utilized so far, and details of amounts out of the

Issue Proceeds that have not been utilized so far, also indicating interim investments, if any, of such

unutilized Issue Proceeds. In the event that our Company is unable to utilize the entire amount that we

have currently estimated for use out of the Issue Proceeds in a Fiscal Year, we will utilize such

unutilized amount in the next financial year. Further, in accordance with Regulation 32(1) (a) of the

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Listing Regulations our Company shall furnish to the Stock Exchanges on a half yearly basis, a

statement indicating material deviations, if any, in the utilization of the Issue Proceeds for the objects

stated in this Draft Prospectus.

VARIATION IN OBJECTS

In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules,

our Company shall not vary the objects of the Issue without our Company being authorised to do so

by the Shareholders by way of a special resolution through postal ballot. In addition, the notice issued

to the Shareholders in relation to the passing of such special resolution (the ―Postal Ballot Notice‖)

shall specify the prescribed details as required under the Companies Act and applicable rules. The

Postal Ballot Notice shall simultaneously be published in the newspapers, one in English and one in

the vernacular language of the jurisdiction where the Registered Office is situated. Our Promoters or

controlling Shareholders will be required to provide an exit opportunity to such Shareholders who do

not agree to the proposal to vary the objects, at such price, and in such manner, as may be prescribed

by SEBI, in this regard.

OTHER CONFIRMATIONS

No part of the proceeds of the Issue will be paid by us to the Promoters and Promoter Group, the

Directors, Associates, Key Management Personnel or Group Companies except in the normal course

of business and in compliance with the applicable law.

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BASIS OF ISSUE PRICE

The Issue Price of Rs [●]/- per Equity Share will be determined by our Company, in consultation with

the Lead Manager on the basis of the following qualitative and quantitative factors. The face value of

the Equity Share is Rs. 10/- and Issue Price is Rs. [●]/- per Equity Share and is [●] times the face

value. Investors should read the following basis with the sections titled ―Risk Factors‖ and ―Financial

Information‖ and the chapter titled ―Our Business‖ beginning on page 18, 62 and 127 respectively, of

this Draft Prospectus to get a more informed view before making any investment decisions. The

trading price of the Equity Shares of our Company could decline due to these risk factors and you

may lose all or part of your investments

QUALITATIVE FACTORS

Some of the qualitative factors, which form the basis for computing the price, are:


Favorable Government Policies for our sector


For further details, refer to heading ―Our Competitive Strengths‖ under the chapter titled ―Our

Business‖ beginning on page 127 of this Prospectus.

QUANTITATIVE FACTORS

The information presented below relating to the Company is based on the restated financial statements

of the Company for Financial Year 2014, 2015 and 2016 prepared in accordance with Indian GAAP.

Some of the quantitative factors, which form the basis for computing the price, are as follows:

1. Basic and Diluted Earnings per Share (EPS) as per Accounting Standard 20

Year ended

Restated

Standalone EPS

(Rs.)

Restated

Consolidated

EPS (Rs.)

Weight

March 31, 2014 0.60 0.60 1

March 31, 2015 0.86 3.50 2

March 31, 2016 1.70 3.75 3

Weighted average EPS 1.24 3.14 Weight

December 31, 2016 1.65 3.82

* Not annualised

Note:-

Basic EPS and Diluted EPS calculations are in accordance with Accounting Standard 20 (AS 2O)

‗Earnings per Share‘ issued by ICAI. As required by AS20, the calculation of basic and diluted

earnings per share is adjusted for all the periods mentioned in the working of EPS on post-bonus

basis, post-sub division of face value of Equity Shares.

The face value of each Equity Share is 10.

EPS for December 31, 2016 is calculated by dividing profit for the period of 9 months ended on

December 31, 2016 by shares outstanding on that date and have not been annualized.

2. Price to Earnings (P/E) ratio in relation to Issue Price of Rs. [●]/- per Equity Share of Rs. 10/-

each fully paid up.

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Particulars

P/E Ratio based on

restated standalone

financials

P/E Ratio based on

restated consolidated

financials

P/E ratio based on Basic & Diluted EPS for FY

2015-16 [•] [•]

P/E ratio based on Weighted Average Basic &

Diluted EPS [•] [•]

Industry P/E

Lowest 65.00

Highest 65.00

Average 65.00

*Except Karnimata Cold Storage Limited, we believe there are no other listed Companies in this

industry.

3. Return On Net worth (RONW)

Return on Net Worth (―RONW‖) as per restated financial statements

Year ended Standalone RoNW % Consolidated RoNW% Weight

March 31, 2014 9.19% 9.19% 1

March 31, 2015 11.76% 47.68% 2

March 31, 2016 18.82% 18.88% 3

Weighted Average 14.86% 26.87%

December 31, 2016 15.48% 17.01%

*Not annualized

Note:- The RONW has been computed by dividing net profit after tax as restated, by Net Worth as at

the end of the year.

4. Minimum Return on Total Net Worth post Issue needed to maintain Pre Issue EPS for the year

ended March 31, 2016

Restated Standalone (%) Restated Consolidated (%)

[•] [•]

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5. Net Asset Value (NAV)

Particulars

Standalone

NAV

Consolidated

NAV

Net Asset Value per Equity Share as of March 31, 2016 9.01 19.85

Net Asset Value per Equity Share as on December 31, 2016 10.67 22.44

Net Asset Value per Equity Share after the Issue [●]

Issue Price per equity share [●]

Note:

Net asset value per Equity Share represents Net Worth as per the Restated Standalone Financial

Information and Restated Consolidated Financial Information as divided by the number of equity

shares outstanding as at the end of financial year.

NAV is adjusted for all the periods mentioned in the working of Book Value on post-bonus basis, post-

sub division of face value of Equity Shares

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6. Comparison with other listed companies

Companies CMP EPS PE

Ratio

RONW

%

NAV (Per

Share)

Face

Value

Total

Income

(Rs. in

Lakhs)

Profit for

the year in

Rs. lakhs

Farmico Cold Storage

Limited [•] 1.70 [•] 18.82% 9.01 10.00 354.88 54.28

Peer Group*

Karnimata Cold Storage

Limited 10.40 0.16 65.00 1.24% 13.10 10.00 461.30 8.28

(Source: www.bseindia.com)

Notes

1. The figures of Company are based on the standalone restated results for the year ended March 31, 2016 and

figures of Peer Group Company is based on standalone financial results as filed with stock exchange for the

year ended March 31, 2016.

2. The Issue Price of Rs. [•] per Equity Share has been determined by the Company in consultation with the

LM and is justified based on the above accounting ratios.

3. Current Market Price (CMP) is the closing prices of respective scripts as on June 27, 2017

For further details refer section titled ―Risk Factors‖ beginning on page 18 of this Draft Prospectus and the financials

of the Company including profitability and return ratios, as set out in the section titled ―Financial Statements‖

beginning on page 175 of this Draft Prospectus for a more informed view.

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STATEMENT OF POSSIBLE TAX BENEFITS

To,

The Board of Directors,


Off No.1006, 10th Floor, Hubtown Solaris,

N.S Phadke Road, Saiwadi,

Near Gokhle Fly Over, Andheri(E)

Mumbai- 400069, Maharashtra, India

Dear Sirs,

Subject: Statement of Possible Special Tax Benefits available to Farmico Cold Storage Limited (the Company)

and its shareholders prepared in accordance with the requirements under Schedule VIII – Clause (VII) (L) of

the SEBI (ICDR) Regulations, 2009 as amended (the „Regulations‟)

We hereby report that the enclosed annexure prepared by Farmico Cold Storage Limited, states the possible special

tax benefits available to Farmico Cold Storage Limited and the shareholders of the Company under the Income Tax

Act, 1961 (‗Act‘), presently in force in India. Several of these benefits are dependent on the Company or its

shareholders fulfilling the conditions prescribed under the relevant provisions of the Act. Hence, the ability of the

Company or its shareholders to derive the special tax benefits is dependent upon fulfilling such conditions, which

based on the business imperatives, the company may or may not choose to fulfil. The benefits discussed in the

enclosed Annexure cover only special tax benefits available to the Company and shareholders do not cover any

general tax benefits available to the Company Further , the preparation of enclosed statement and the contents stated

therein is the responsibility of the Company‘s management. We are informed that, this Statement is only intended to

provide general information to the investors and is neither designed nor intended to be a substitute for professional tax

advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to

consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in

the proposed initial public offering of equity shares (―the Offer‖) by the Company.

We do not express any opinion or provide any assurance as to whether:

a. The Company or its Equity Shareholders will continue to obtain these benefits in future; or

b. The conditions prescribed for availing the benefits have been / would be met with.

The contents of the enclosed statement are based on information, explanations and representations obtained from the

Company and on the basis of our understanding of the business activities and operations of the Company. Our views

are based on facts and assumptions indicated to us and the existing provisions of tax law and its interpretations, which

are subject to change or modification from time to time by subsequent legislative, regulatory, administrative, or

judicial decisions. Any such changes, which could also be retrospective, could have an effect on the validity of our

views stated herein. We assume no obligation to update this statement on any events subsequent to its issue, which

may have a material effect on the discussions herein. This report including enclosed annexure are intended solely for

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your information and for the inclusion in the Draft Prospectus/ Prospectus or any other offer related material in

connection with the proposed initial public offer of the Company and is not to be used, referred to or distributed for

any other purpose without our prior written consent.

CPM & Associates, Chartered Accountants

Firm Registration No. 114923W

Partner

Chandra P Maheshwari

Date: April 17,2017

MM No.: 036082

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ANNEXURE TO THE STATEMENT OF TAX BENEFITS

The information provided below sets out the possible special tax benefits available to the Company and the Equity

Shareholders under the Income Tax Act 1961 presently in force in India. It is not exhaustive or comprehensive and is

not intended to be a substitute for professional advice. Investors are advised to consult their own tax consultant with

respect to the tax implications of an investment in the Equity Shares particularly in view of the fact that certain

recently enacted legislation may not have a direct legal precedent or may have a different interpretation on the

benefits, which an investor

can avail.

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX

IMPLICATIONS AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY

SHARES IN YOUR PARTICULAR SITUATION.

A. SPECIAL TAX BENEFITS TO THE COMPANY

The Company is not entitled to any special tax benefits under the Act

B. SPECIAL TAX BENEFITS TO THE SHAREHOLDER

The Shareholders of the Company are not entitled to any special tax benefits under the Act

Note:

1. All the above benefits are as per the current tax laws and will be available only to the sole / first name holder

where the shares are held by joint holders.

2. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law

benefits or benefit under any other law.

No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are

based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do

not assume responsibility to update the views consequent to such changes. We shall not be liable to any claims,

liabilities or expenses relating to this assignment except to the extent of fees agreed for this assignment, as finally

judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not be liable to any

other person in respect of this statement.

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SECTION IV – ABOUT THE COMPANY

OUR INDUSTRY

The information in this section includes extracts from publicly available information, data and statistics and has been

derived from various government publications and industry sources. Neither we nor any other person connected with

the Issue have verified this information. The data may have been re-classified by us for the purposes of presentation.

Industry sources and publications generally state that the information contained therein has been obtained from

sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are not

guaranteed and their reliability cannot be assured and, accordingly, investment decisions should not be based on such

information. You should read the entire Prospectus, including the information contained in the sections titled ―Risk

Factors‖ and ―Financial Statements‖ and related notes beginning on page 18 and 175 respectively of this Draft

Prospectus before deciding to invest in our Equity Shares.

COLD CHAIN INDUSTRY: INTRODUCTION

A cold-chain is an environmentally controlled chain of logistics activities, which conditions and maintains the goods

(produce or product) within a stipulated range of parameters that include temperature, humidity, atmosphere,

packaging and other conditions. Importantly, cold-chain is all about end-to-end connectivity and hence, above all, be

market linked.

Depending upon the handling requirements, a typical cold-chain flow may be understood separately for harvested

fresh horticultural produce (fruits & vegetables) and processed products (manufactured food items). The holding life

of majority of the fresh horticultural & floriculture produce, even when in the cold-chain, ranges from just a few days

to a few weeks only. The temporary extension in life, allows the product to remain in a consumable state for a longer

period.

In the cold-chain, the essential characteristics of agricultural produce remains un-altered as prime activity of

preconditioning at a pack-house does not transform the produce but safe-guards the value and makes it more

marketable.

The key benefit derived from cold-chain is in fact, empowering the direct linkage of farm-gate value with consumers.

By enhancing the holding life and transportability of the produce, cold-chain allows the scope to reach and capture

more markets.

A typical flow diagram from farm to end-customer is illustrated in Figure Below

(Source: All India Cold-chain Infrastructure Capacity Assessment of Status & Gap, NCCD, www.nccd.gov.in )

In case of whole produce like fresh fruits and vegetables, their perishable nature necessitates use of uninterrupted cold-

chain to connect and expand market footprint, maintain quality and to avoid food loss.


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Product Segmentation

The various goods which require cold-chain facilities were segmented into broad product segments, listed in Figure

below


The above listed product segments, have varied holding times, depending on time-temperature combinations and cold-

chain infrastructure facilities.

The first 3 in the list mostly have a short holding life and the last 3 have a long holding life of many months or even

years. Accordingly, the cold-chain facilities play a differentiated role which may be summarized as under:

For fresh horticulture and floriculture produce, the cold-chain enhances the life cycle of the produce thereby

extending its saleable life and time span to reach the end-consumers across geographies. Due to shortage of time,

quick logistics connectivity is the driving force.

For transformed or processed food, the cold-chain protects the status of the manufactured goods till it is

consumed. Due to long term holding ability, low cost procurement and a managed product inventory takes precedence.

Cold-chain Categories Based on Storage Temperature

Based on product storage temperature, the using commodities can be broadly classified into 4 categories


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APPROACH TO COLD STORAGE INDUSTRY

Analysis of cold storage industry needs to be approached at both macro and micro levels, whether for domestic or

global markets. This industry forms part of logistics industry at a macro level. Hence, broad picture of logistics

industry should be at preface while analyzing the cold storage industry. If the entire logistics sector is likely to be

impacted by a specific set of factors, so would, most likely, be the cold storage industry as well.

Logistics industry comprises various streams of services including warehousing, transportation, packaging and the

like, which in turn, have numerous sub-classes. One such robustly growing industry globally in the overall logistics

sector is ‗cold storage industry‘ which falls under service sector.

Thus, cold storage industry segment should be analyzed in the light of ‗Warehousing industry‘. An appropriate view

on cold storage industry, then, calls for the overall economy outlook, performance and expectations of Service sector,

position and outlook of Cold Storage Industry and Cold Chain segment micro analysis.


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.

This Approach Note is developed by Pantomath Capital Advisors (P) Ltd (‗Pantomath‘) and any unauthorized

reference or use of this Note, whether in the context of Cold Storage industry and / or any other industry, may entail

legal consequences

GLOBAL ECOMOMIC ENVIRONMENT

INTRODUCTION

Since the Economic Survey and Budget were presented a year ago, the Indian economy has continued to consolidate

the gains achieved in restoring macro-economic stability. Inflation, the fiscal deficit, and the current account deficit

have all declined, rendering India a relative haven of macro stability in these turbulent times. Economic growth

appears to be recovering, albeit at varying speeds across sectors.

At the same time, the upcoming Budget and 2016-17 (FY-2017) economic policy more broadly, will have to contend

with an unusually challenging and weak external environment. Although the major international institutions are yet

again predicting that global growth will increase from its current subdued level, they assess that risks remain tilted to

the downside. This uncertain and fragile outlook will complicate the task of economic management for India.

The risks merit serious attention not least because major financial crises seem to be occurring more frequently. The

Latin American debt crisis of 1982, the Asian Financial crisis of the late 1990s, and the Eastern European crisis of

2008 suggested that crises might be occurring once a decade. But then the rapid succession of crises, starting with

Global Financial Crisis of 2008 and proceeding to the prolonged European crisis, the mini-crises of 2013, and the

China provoked turbulence in 2015 all hinted that the intervals between events are becoming shorter.

This hypothesis could be validated in the immediate future, since identifiable vulnerabilities exist in at least three large

emerging economies—China, Brazil, Saudi Arabia—at a time when underlying growth and productivity developments

in the advanced economies are soft. More flexible exchange rates, however, could moderate full-blown eruptions into

less disruptive but more prolonged volatility.

One tail risk scenario that India must plan for is a major currency re-adjustment in Asia in the wake of a similar

adjustment in China; as such an event would spread deflation around the world. Another tail risk scenario could unfold

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as a consequence of policy actions—say, capital controls taken to respond to curb outflows from large emerging

market countries, which would further moderate the growth impulses emanating from them.

In either case, foreign demand is likely to be weak, forcing India—in the short run— to find and activate domestic

sources of demand to prevent the growth momentum from weakening. At the very least, a tail risk event would require

Indian monetary and fiscal policy not to add to the deflationary impulses from abroad. The consolation would be that

weaker oil and commodity prices would help keep inflation and the twin deficits in check.

(Source-Economic Survey 2015-16-Volume I; www.indiabudget.nic.in)

GLOBAL ECONOMIC OVERVIEW

The global macroeconomic landscape is currently chartering a rough and uncertain terrain characterized by weak

growth of world output. The situation has been exacerbated by; (i) declining prices of a number of commodities, with

reduction in crude oil prices being the most visible of them, (ii) turbulent financial markets (more so equity markets),

and (iii) volatile exchange rates. These conditions reflect extreme risk-aversion behaviour of global investors, thus

putting many, and in particular, commodities exporting economies under considerable stress.

One important positive outcome in 2015 is the modest pickup in the growth of some of the advanced economies.

However, growth in emerging market and developing economies declined for the fifth consecutive year. As a result,

overall global economic activity remained subdued in 2015. In its latest Update of the World Economic Outlook

(WEO), published on 19 January 2016, the IMF projected growth in the global economy to improve from 3.1 per cent

in 2015, to 3.4 per cent in 2016 and further to 3.6 per cent in 2017. Growth in advanced economies is projected at 2.1

per cent in 2016 and to continue through 2017 at the same rate.

The slowdown and rebalancing of the Chinese economy, lower commodity prices, and strains in some large Emerging

Market and Developing economies (EMDE) are likely to continue to weigh on their growth prospects in 2016–17.

Assessments indicate that mixed inflation developments in the EMDEs reflect the conflicting implications of weak

domestic demand and lower commodity prices versus marked currency depreciations over the past year. The WEO

update also indicated that India and the rest of emerging Asia are bright spots, with some other countries facing strong

headwinds from China‘s economic rebalancing and global manufacturing weakness. World trade volume growth

projections have been placed at 2.6 per cent and 3.4 per cent respectively for 2015 and 2016, which is much lower

than what was estimated earlier in WEO in October 2015.

(Source-Economic Survey 2015-16-Volume II; www.indiabudget.nic.in)

GLOBAL OUTLOOK FOR GROWTH

One important positive outcome in 2015 was the modest pick-up in growth in some of the advanced economies. It

might be recalled that after falling in 2009 due to the 2008 global financial crisis, growth in emerging and developing

economies rebounded in 2010 and 2011. While advanced economies also exhibited a recovery in 2010 thanks to the

large stimuli, global growth continued to be tepid relative to the average of the decade ending 2006, largely on account

of the slowdown in advanced economies. Spill over effects of the crisis may have been large, prolonged and bi-

directional, given that the global integration is far greater than in the prior decade. This has made the task of projecting

global economic outlook arduous. This uncertainty has led to the International Monetary Fund (IMF) revising the

global growth outlook in its World Economic Outlook (WEO) four times a year since 2009.

In its latest WEO Update, published on 19 January 2016, the IMF has projected growth in the global economy to go

up from 3.1 per cent in 2015 to 3.4 per cent in 2016 and further to 3.6 per cent in 2017, slightly lower than the

projection published in October 2015. Growth in advanced economies is revised by 0.2 percentage points in 2016 to

2.1 per cent, to continue through 2017. Growth in the US is expected to remain resilient owing to strengthening of the

housing and labour markets. Growth in the euro area is expected to increase due to stronger private consumption

supported by lower oil prices and easy financial conditions is expected to outweigh the weakening in net exports.

Growth in Japan is also expected to consolidate in 2016, on the back of fiscal support, lower oil prices,

accommodative financial conditions, and rising incomes.

Overall global economic activity remained subdued in 2015, as growth in emerging market and developing economies

(EMDE) declined for the fifth consecutive year and recovery in advanced economies was modest. This is also

attributable to the changing composition of the global economy and relative point contributions to global growth. The



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fall in the contribution of the EMDEs is not being made good by the advanced economies. A recent feature is that the

Chinese economy is gradually slowing down and is transitioning from investment demand to consumption demand

and from manufacturing to services. The concern over the spill overs of subdued global growth to other economies

through trade channels and weaker commodity prices is manifest in diminishing confidence and increasing volatility in

financial markets. In addition, a dual monetary policy-a gradual tightening in monetary policy in the US in the

backdrop of its resilient recovery and easy monetary policy in several other major advanced economies has led to

continued uncertainties and poses challenges for the year ahead. In the case of EMDEs, growth remained subdued at 4

per cent in 2015, but is projected to increase to 4.3 per cent in 2016 and 4.7 per cent in 2017. The slowdown and

rebalancing of the Chinese economy, lower commodity prices, and strains in some large emerging market economies

will continue to weigh on growth prospects in 2016–17. Assessments indicate that mixed inflation developments in

EMDEs reflect the conflicting implications of weak domestic demand and lower commodity prices versus marked

currency depreciations over the past year.

The 19 January WEO Update also indicated that India and the rest of emerging Asia are bright spots, albeit with some

countries facing strong headwinds from China‘s economic rebalancing and global manufacturing weakness. The

IMF‘s growth forecast for India is 7.5 per cent in 2016 and 2017 and this surpasses the projection of 6.3 per cent and

6.0 per cent respectively for China. The level of global economic activity has a significant and direct bearing on the

growth prospects of the emerging economies through trade channels. As per the Update, world trade volume growth

projections have been placed at 3.4 per cent and 4.1 per cent respectively for 2016 and 2017 lower by 0.7 percentage

points to 0.5 percentage point respectively from WEO, October 2015. The World Bank‘s Report on Global Economic

Prospects (January 2016) also estimated that India will grow by a robust 7.8 per cent in 2016 and 7.9 per cent in the

following two years. Compared to other major developing countries, the report maintained that India is well positioned

to withstand near-term headwinds and volatility in global financial markets due to reduced external vulnerabilities, a

strengthening domestic business cycle, and a supportive policy environment.

(Source-Economic Survey 2015-16-Volume II; www.indiabudget.nic.in)

THE INDIAN ECONOMY

The Indian economy has continued to consolidate the gains achieved in restoring macroeconomic stability. A sense of

this turnaround is illustrated by a cross-country comparison. In last year‘s Survey, we had constructed an overall index

of macroeconomic vulnerability, which adds a country‘s fiscal deficit, current account deficit, and inflation. This index

showed that in 2012 India was the most vulnerable of the major emerging market countries. Subsequently, India has

made the most dramatic strides in reducing its macro-vulnerability. Since 2013, its index has improved by 5.3

percentage points compared with 0.7 percentage points for China, 0.4 percentage points for all countries in India‘s

investment grade (BBB), and a deterioration of 1.9 percentage points in the case of Brazil (Figure 2).

If macro-economic stability is one key element of assessing a country‘s attractiveness to investors, its growth rate is

another. In last year‘s Survey we had constructed a simple Rational Investor Ratings Index (RIRI) which combined

two elements, growth serving as a gauge for rewards and the macro-economic vulnerability index proxying for risks.

The RIRI is depicted in Figure 3; higher levels indicate better performance. As can be seen, India performs well not

only in terms of the change of the index but also in terms of the level, which compares favourably to its peers in the


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BBB investment grade and even its ―betters‖ in the A grade1. As an investment proposition, India stands out

internationally.

(Source-Economic Survey 2015-16-Volume I, www.indiabudget.nic.in)

REVIEW OF MAJOR DEVELOPMENTS IN INDIAN ECONOMY

In the Advance Estimates of GDP that the Central Statistics Office (CSO) released recently, the growth rate of GDP at

constant market prices is projected to increase to 7.6 per cent in 2015-16 from 7.2 per cent in 2014-15, mainly because

private final consumption expenditure has accelerated. Similarly, the growth rate of GVA for 2015-16 is estimated at

7.3 per cent vis-à-vis 7.1 per cent in 2014-15. Although agriculture is likely to register low growth for the second year

in a row on account of weak monsoons, it has performed better than last year. Industry has shown significant

improvement primarily on account of the surprising acceleration in manufacturing (9.5 per cent vis-à-vis 5.5 per cent

in 2014-15). Meanwhile, services continue to expand rapidly.

Even as real growth has been accelerating, nominal growth has been falling, to historically low levels, an

unusual trend highlighted in the Mid-Year Economic Analysis (MYEA), 2015-16.

According to the Advance Estimates, nominal GDP (GVA) is likely to increase by just 8.6 (6.8) per cent in

2015-16.

In nominal terms, construction is expected to stagnate, while even the dynamic sectors of trade and finance are

projected to grow by only 7 to 7 3/4 percent.

Inflation remains under control The CPI-New Series inflation has fluctuated around 51/2 percent, while

measures of underlying trends—core inflation, rural wage growth and minimum support price increases—have

similarly remained muted. Meanwhile, the WPI has been in negative territory since November 2014, the result of the

large falls in international commodity prices, especially oil. As low inflation has taken hold and confidence in price

stability has improved, gold imports have largely stabilized, notwithstanding the end of a period of import controls

Similarly, the external position appears robust. The current account deficit has declined and is at comfortable

levels; foreign exchange reserves have risen to US$351.5 billion in early February 2016, and are well above standard

norms for reserve adequacy; net FDI inflows have grown from US$21.9 billion in April-December 2014-15 to

US$27.7 billion in the same period of 2015-16; and the nominal value of the rupee, measured against a basket of

currencies, has been steady. India was consequently well-positioned to absorb the volatility from the U.S. Federal

Reserve actions to normalize monetary policy that occurred in December 2015. Although the rupee has declined

against the dollar, it has strengthened against the currencies of its other trading partners.

The fiscal sector registered three striking successes: on-going fiscal consolidation, improved indirect tax

collection efficiency; and an improvement in the quality of spending at all levels of government.

Government tax revenues are expected to be higher than budgeted levels. Direct taxes grew by 10.7 per cent in

the first 9 months (9M) of 2015-16. Indirect taxes were also buoyant. In part, this reflected excise taxes on diesel and

petrol and an increase in the Swachh Bharat cess. The central excise duty collection from petroleum products during

April to December 2015-16 recorded a growth of 90.5 per cent and stood at Rs.1.3 lakh crore as against Rs. 0.7 lakh

crore in the same period last year. Tax performance also reflected an improvement in tax administration because

revenues increased even after stripping out the additional revenue measures (ARMs). Indirect tax revenues grew by

10.7 per cent (without ARMs) and 34.2 per cent (with ARMs).

The main findings are that a welcome shift in the quality of spending has occurred from revenue to

investment, and towards social sectors. Aggregate public investment has increased by about 0.6 per cent of GDP in the

first 8 months of this fiscal year, with contributions from both the Centre (54 per cent) and states (46 per cent).

(Source - Economic Survey 2015-16-Volume I, www.indiabudget.nic.in)

DEVELOPMENTS IN THE CAPITAL MARKET

PRIMARY MARKET

In 2015-16 (April-December), resource mobilization through the public and right issues has surged rapidly as

compared to the last financial year. During 2015-16 (April- December), 71 companies have accessed the capital



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market and raised Rs.51,311 crore, compared to Rs.11,581 crore raised through 61 issues during the corresponding

period of 2014-15.

The small and medium enterprises (SME) platform of the stock exchange is intended for small and medium sized

companies with high growth potential, whose post issue paid-up capital is less than or equal to Rs.25 crore. During

2015-16 (April- December), 32 companies were listed on the SME platform, raising a total amount of Rs.278 crore as

compared to Rs.229 crore raised through 28 issues in the corresponding period of 2014-15.

Resources mobilized by mutual funds during April-December 2015 also increased substantially to Rs.1,61,696 crore

from Rs.87,942 crore mobilized during the same period of the previous year.

SECONDARY MARKET

During 2015-16 so far, the Indian securities market has remained subdued (Figure 3.9). The Bombay Stock Exchange

(BSE) Sensex declined by 8.5 per cent (up to 5 January 2016) over end-March 2015, mainly on account of turmoil in

global equity markets in August 2015 following slowdown in China and its currency devaluation and slump in stocks.

On 4 January 2016, weak Chinese manufacturing data again led to a global sell-off which caused the BSE Sensex also

to decline by 538 points (2.1 per cent).The downward trend in the Indian stock market was also guided by mixed

corporate earnings for Q1 and Q2 of 2015- 16, FPIs‘ concern over minimum alternative tax (MAT), weakening of the

rupee against the US dollar, investor concern over delay in passage of the Goods and Services Tax (GST) Bill,

uncertainty over interest rate hike by US Fed and selling by FPIs. However, the Indian equity market has been

relatively resilient during this period compared to the other major EMEs. The Indian stock market withstood the US

Fed increase in interest rates in December 2015.

(Source-Economic Survey 2015-16-Volume II, www.indiabudget.nic.in)

INDUSTRIAL PERFORMANCE

The Index of Industrial Production (IIP) which provides quick estimates of the performance of key industrial sectors

has started showing upward momentum (Figure 6.1). As per IIP, the industrial sector broadly comprising mining,

manufacturing and electricity attained 3.1 per cent growth during April-December 2015-16 as compared to 2.6 per

cent during the same period of 2014- 15 due to the higher growth in mining and manufacturing sectors (Table 6.1).

The mining, manufacturing and electricity sectors grew by 2.3 per cent, 3.1 per cent, and 4.5 per cent respectively

during April-December 2015-16. The mining sector growth was mainly on account of higher coal production. The

manufacturing sector was propelled by the higher production by the industry groups like furniture; wearing apparel,

dressing and dyeing of fur; motor vehicles, trailers & semitrailers; chemicals and chemical products; refined petroleum

products & nuclear fuel; and wood & products of wood. The growth in electricity is mainly contributed by higher

growth in generation of thermal and nuclear sector.

In terms of use based classification, consumer durable goods have witnessed a remarkable growth at 12.4 per cent

during April-December 2015-16. Basic goods and capital goods have registered 3.4 per cent and 1.7 per cent growth

with intermediate goods by 1.9 per cent (Table 6.1).

The eight core infrastructure supportive industries, coal, crude oil, natural gas, refinery products, fertilizers, steel,

cement and electricity that have a total weight of nearly 38 per cent in the IIP, registered a cumulative growth of 1.9

per cent during April-December 2015-16 as compared to 5.7 per cent during April-December 2014-15. Month-wise

performance of the eight core sectors shows that the production of coal and fertilizers have increased substantially,


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while that of crude oil, natural gas and steel have mostly been negative. Refinery products, cement and electricity have

attained moderate growth. Clearances for coal projects have facilitated production of coal. Crude oil and natural gas

production declined because of a fall in production by Oil and Natural Gas Corporation (ONGC), Oil India Limited

(OIL) and also private/joint venture (JV) companies in different months. In electricity generation, while the thermal

and nuclear sectors have registered higher growth, the hydro sector has not performed well.

Figure 6.1 depicts three months moving average month-on-month (M-o-M) growth of the IIP, manufacturing and eight

core industries. The growth in industrial production, manufacturing sector and the eight core sectors started picking up

again in December 2015. It is expected that the uptick in growth rate will be maintained due to revival in

manufacturing production.

While the overall IIP has shown recovery, there is variation in the performance of some of the major industries during

April-December 2015. While some sectors like electricity, coal, fertilizers, cement and passenger cars have shown

positive growth, sectors like steel and aluminium have shown negative growth during April-December 2015.

(Source-Economic Survey 2015-16-Volume-II, www.indiabudget.nic.in)

MICRO SMALL AND MEDIUM ENTERPRISES SECTOR

With 3.6 Crore units spread across the country, that employ 8.05 crore people, Micro, Small and Medium Enterprises

(MSME) have a contribution of 37.5 per cent to the country‘s GDP. The sector has huge potential for helping address

structural problems like unemployment, regional imbalances, unequal distribution of national income and wealth

across the country. Due to comparatively low capital costs and their forward-backward linkages with other sectors,

MSMEs will play a crucial role in the success of the Make in India initiative.

Realizing the importance of the MSME sector, the government has undertaken a number of schemes/programmes like

the Prime Minister‘s Employment Generation Programme (PMEGP), Credit Guarantee Trust Fund for Micro and

Small Enterprises (CGTMSE), Credit Linked Capital Subsidy Scheme (CLCSS) for Technology Up gradation,

Scheme of Fund for Regeneration of Traditional Industries (SFURTI), and Micro and Small Enterprises- Cluster

Development Programme (MSECDP) for the establishment of new enterprises and development of existing ones.

Some of the new initiatives undertaken by the government for the promotion and development of MSMEs, are as

follows:

Udyog Aadhar Memorandum (UAM): The UAM scheme, which was notified in September 2015 under

section 8 of the MSME Development Act 2006, is a path-breaking step to promote ease of doing business for MSMEs.

Under the scheme, MSME entrepreneurs just need to file an online entrepreneurs‘ memorandum to instantly get a

unique Udyog Aadhaar Number (UAN). The information sought is on self-certification basis and no supporting

documents are required. This marks a significant improvement over the earlier complex and cumbersome procedure.

Employment Exchange for Industries: To facilitate match making between prospective job seekers and

employers an employment exchange for industries was launched on June 15, 2015 in line with Digital India. More

than 3.42 lakh job seekers have been registered on the portal as on December 30, 2015.

Framework for Revival and Rehabilitation of MSMEs: Under this framework, which was notified in May

2015, banks have to constitute a Committee for Distressed MSME enterprises at zonal or district level to prepare a

Corrective Action Plan (CAP) for these units.

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A scheme for Promoting Innovation and Rural Entrepreneurs (ASPIRE): ASPIRE was launched on

March 16, 2015 with the objective of setting up a network of technology centres and incubation centres to accelerate

entrepreneurship and promote start-ups for innovation and entrepreneurship in rural and agriculture based industry.

In addition, the government intends to provide more credit to MSME sectors, especially in the rural areas, focusing on

skill development, encouraging entrepreneurial activities with optimistic mind set among rural youth and creating job

opportunities among rural women, for high, inclusive and sustained industrial growth.

(Source - Economic Survey 2015-16-Volume II, www.indiabudget.nic.in)

OUTLOOK FOR GROWTH

Real GDP growth for 2015-16 is expected to be in the 7 to 73/4

range, reflecting various and largely offsetting

developments on the demand and supply sides of the Indian economy. Before analysing these factors, however, it is

important to step back and note one important point. India‘s long-run potential GDP growth is substantial, about 8-10

percent. But its actual growth in the short run will also depend upon global growth and demand. After all, India‘s

exports of manufactured goods and services now constitute about 18 percent of GDP, up from about 11 percent a

decade ago.

Reflecting India‘s growing globalization, the correlation between India‘s growth rate and that of the world has risen

sharply to reasonably high levels. For the period 1991-2002 this correlation was 0.2. Since then, the correlation has

doubled to 0.42. In other words, a 1 percentage point decrease in the world growth rate is now associated with a 0.42

percentage point decrease in Indian growth rates.

Accordingly, if the world economy remains weak, India‘s growth will face considerable headwinds. For example, if

the world continues to grow at close to 3 percent over the next few years rather than returning to the buoyant 4-4½ per

cent recorded during 2003-2011, India‘s medium-term growth trajectory could well remain closer to 7-7½ per cent,

notwithstanding the government‘s reform initiatives, rather than rise to the 8-10 per cent that its long-run potential

suggests. In other words, in the current global environment, there needs to be a recalibration of growth expectations

and consequently of the standards of assessment.

Turning to the outlook for 2016-17, we need to examine each of the components of aggregate demand: exports,

consumption, private investment and government.

To measure the demand for India‘s exports, we calculate a proxy-weighted average GDP growth rate of

India‘s export partners. The weights are the shares of partner countries in India‘s exports of goods and services. We

find that this proxy for export demand growth declined from 3.0 percent in 2014 to 2.7 per cent in 2015, which helps

explain the deceleration in India‘s non-oil exports, although the severity of the slowdown—in fact, a decline in export

volume—went beyond adverse external developments. Current projections by the IMF indicate that trading partner

growth this demand will improve marginally this year to about 2.8 percent. But the considerable downside risks

suggest that it would be prudent not to count on a big contribution to GDP growth from improving export

performance.

On the domestic side, two factors could boost consumption. If and to the extent that the Seventh Pay

Commission (7th PC) is implemented, increased spending from higher wages and allowances of government workers

will start flowing through the economy. If, in addition, the monsoon returns to normal, agricultural incomes will

improve, with attendant gains for rural consumption, which over the past two years of weak rains has remained

depressed.

Against this, the disappearance of much of last year‘s oil windfall would work to reduce consumption growth.

Current prospects suggest that oil prices (Indian crude basket) might average US$ 35 per barrel next fiscal year

compared with US$ 45 per barrel in 2015-16. The resulting income gain would amount roughly equivalent to 1

percentage point of GDP – an 18 per cent price decline times a share of net oil imports in GDP of 6 percent. But this

would be half the size of last year‘s gain, so consumption growth would slow on this account next year.

According to analysis done by Credit Suisse, (non-financial) corporate sector profitability has remained weak,

falling by 1 percent in the year to December 2015.This decline reflected a sharp deterioration in the financial health of

the metals—primarily steel—companies, which have now joined the ranks of companies under severe financial stress.

As a result, the proportion of corporate debt owed by stressed companies, defined as those whose earnings are


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insufficient to cover their interest obligations, has increased to 41 percent in December 2015, compared to 35 percent

in December 2014.3 In response to this stress, companies have once again been compelled to curb their capital

expenditures substantially.

Finally, the path for fiscal consolidation will determine the demand for domestic output from government. The

magnitude of the drag on demand and output will be largely equal to the size of consolidation, assuming a multiplier

of about 1.

There are three significant downside risks. Turmoil in the global economy could worsen the outlook for

exports and tighter financial conditions significantly. Second, if contrary to expectations oil prices rise more than

anticipated, this would increase the drag from consumption, both directly, and owing to reduced prospects for

monetary easing. Finally, the most serious risk is a combination of the above two factors. This could arise if oil

markets are dominated by supply-related factors such as agreements to restrict output by the major producers.

The one significant upside possibility is a good monsoon. This would increase rural consumption and, to the

extent that it dampens price pressures, open up further space for monetary easing.

Putting these factors together, we expect real GDP growth to be in the 7 to 7 3/4

per cent range, with downside

risks because of on-going developments in the world economy. The wider range in the forecast this time reflects the

range of possibilities for exogenous developments, from a rebound in agriculture to a full-fledged international crisis;

it also reflects uncertainty arising from the divergence between growth in nominal and real aggregates of economic

activity.

(Source - Economic Survey 2015-16-Volume I, www.indiabudget.nic.in)

INDIA‟S INCREASING IMPORTANCE TO GLOBAL GROWTH

Despite global headwinds and a truant monsoon, India registered robust growth of 7.2 per cent in 2014-15 and 7.6 per

cent in 2015-16, thus becoming the fastest growing major economy in the world. As per the estimates of the

International Monetary Fund (IMF), global growth averaged 3.1 per cent in 2015, declining from 3.4 per cent

registered in 2014. While growth in advanced economies has improved modestly since 2013, the emerging economies

have witnessed a consistently declining trend in growth rate since 2010. It is against this background that the recent

Indian growth story appears particularly bright.

India has made striking progress in its contribution to the global growth of Gross Domestic Product (GDP) in

Purchasing Power Parity (PPP) terms. PPP represents the number of units of a country's currency required to purchase

the same amount of goods and services in the domestic market as the US dollar would purchase in the United States,

thus adjusting for purchasing power differentials between currencies in relevant markets. India‘s contribution to global

growth in PPP terms increased from an average of 8.3 per cent during the period 2001 to 2007 to 14.4 per cent in

2014. During the 1990s, the US‘s contribution to the global GDP growth in PPP terms was, on an average, around 16

percentage points higher than India‘s. The picture changed dramatically in 2013 and 2014 when India‘s contribution

was higher than that of the US by 2.2 and 2.7 percentage points respectively. During 1991-2014, low growth in Japan

(0.9 per cent annually) resulted in its low contribution (1.5 per cent) to global growth. India and China constitute 42.5

per cent and 53.2 per cent respectively of the total PPP measure of the lower-middle income countries and upper-

middle income countries; and hence those country groups largely reflect India‘s and China‘s patterns.

The global economy—in particular the global growth powerhouse, China—is rebalancing, leading to an increasing

role for India. After the onset of the multiple crises in different parts of the world, India‘s contribution has become

much more valuable to the global economy.

India‘s share in world GDP has increased from an average of 4.8 per cent during 2001-07 to 6.1 per cent during 2008-

13 and further to an average of 7.0 per cent during 2014 to 2015 in current PPP terms (IMF). India‘s resilience and

current levels of reasonably strong growth should, thus, be appreciated in the light of its increasing contribution to

global growth.

(Source - Economic Survey 2015-16-Volume II, www.indiabudget.nic.in)



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LOGISTICS SERVICES MARKET- INDIA

Services in India are emerging as a prominent sector in terms of contribution to national and states‘ incomes,

trade flows, FDI inflows, and employment

Logistics services forms an integral part of the overall functioning of the logistics sector

Inbound logistics concentrates on purchasing and arranging inbound movements of materials, parts, and

finished inventory from suppliers to manufacturing or assembly plants, warehouses or retail stores.

Outbound logistics involves movement of final product and related information flows from the end of the

production line to the end user.

Reverse logistics is the process of moving goods from their typical final destination for the purpose of

capturing value, or proper disposal, involving remanufacturing or refurbishing.

An efficient logistics market would demand integration of services at all points and across all segments.

Logistics services, an amalgamation of Courier, Freight, Third Party Logistics and Fourth Party Logistics,

have significant business earning potential in the domestic market.

Amongst the segments, courier market shows the maximum growth in terms of CAGR whereas freight

forwarding has the largest market size value-wise.

Third Party and Reverse logistics are emerging markets having huge market potential and scope for expansion

Demand Drivers

Global Trade Boom

Rapid Economic Growth and FDI in Logistics

Growth in Retail Sector

Rise in e-Tailing

Increased Demand for consumer Electronics and Durables

Expansion of Auto and Auto Components Sector

Challenges

Poor Infrastructure

Lack of Skilled Manpower

Warehouse Space Deficit

Government Initiatives

FDI Regime – Sectors Pertaining to the Freight Forwarding Industry

Development of the Dedicated Freight Corridor

Shift to GST Tax Regime

Shipbuilding Subsidy and Investments

Government Road Building Programs

Infrastructure Initiatives through Union Budget

(Source: Logistics Services Market– India February 2015 www.netscribes.com)

http://www.netscribes.com/

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INDIAN LOGISTICS DEVELOPMENT LEVEL

(Source: Motilal Oswal - Logistics Sector Update March 2015 www.motilaloswal.com )

IMPACT OF GST ON LOGISTICS SERVICE PROVIDERS (LSPs)

In general, LSPs are likely to need restructuring of their assets and operations to create an optimal network and

infrastructure for fulfilling changed operations of customers in the new scenario. LSPs serving any specific industry

would have to realign their operations to match the restructuring of those respective industries.

At present, LSPs have warehouses located closer to the major distribution canters or manufacturing plants of key

clients, even if the locations are logistically unviable. In post GST scenario, LSPs are expected to build large

integrated warehouses in specific well connected ‗central geographic locations in each region‘ which can be termed as

logistically suitable locations.

Currently the transportation volumes are not uniformly distributed across the country for any LSP due to regulatory

controls on goods transfer and usage of different LSPs for each region by the clients. The scenario of free-flowing

movement of goods across the country due to GST would result in LSPs gaining larger volumes and nationwide

contracts from clients.

In addition, currently most LSPs have a large share of medium sized trucks (8-16 ton carriers) in their fleet and a very

low share of large truck-trailers or small trucks. To fulfil the large and long-distance consignments in the new

scenario, LSPs would need a significantly larger share of heavy trucks (above 20 ton carriers), and also mini-trucks to

fulfil last mile delivery efficiently.

Expected Major Benefits and Challenges Due to GST

GST Based on the potential impact of GST, a few major benefits and challenges for the logistics sector as a whole has

been listed below:

http://www.motilaloswal.com/

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(Source: Mega Trends in the Indian Logistics Sector for 2015-16, Frost & Sullivan Research www.frost.com)

WAREHOUSING INDUSTRY

The warehousing market is highly fragmented with organised players holding only about 8 per cent of the total

warehousing space in India; which indicates tremendous opportunity. Demand for modern warehouses is on the

increase. They are equipped with tall designs, modular racking systems, palletisation and use of automation systems.

Establishment of free-trade warehousing zones: As per the government‘s initiative of setting up freetrade

warehousing zones (FTWZ), several free trade zones have been established across the country with the objective of

facilitating trade of goods and services in free currency. FTWZs offer a singlewindow solution for multiple logistics

activities, with particular focus on trade flow. Several new FTWZs are being set up by logistics players. For example,

in 2012, DHL announced plans to set up three new FTWZs.

At present, India has a cold chain capacity of around 9 million tonnes. The demand for additional cold storage capacity

is expected to be about 15 million tonnes by the end of 12th Five-Year Plan period. It is expected that with the

opening up of foreign direct investment (FDI) in multi-brand retail, organised food retailers would demand significant

enhancements in cold chain and distribution infrastructure.

In order to encourage investments in cold storage infrastructure, the government has announced several policy

measures, such as granting accelerated depreciation benefits for imported equipment and greater public-private

partnerships. The National Centre for Cold Chain Development has been established to strengthen the cold storage

infrastructure. To meet higher demand, several logistics companies have set up subsidiaries in the cold chain

management business. Some examples of the same are as follows:

Container Corporation of India has a 100 per cent subsidiary, Fresh and Healthy Enterprises (FHEL), which is

engaged in cold chain management. Its clients include Walmart, More, Big Bazaar, Mother Dairy and Big

Apple.

Gateway Distriparks Limited entered the cold chain logistics business through its subsidiary, Snowman

Frozen Foods Limited, as a joint venture with Mitsubishi Group of Japan.

(Source: Indian Logistics Industry Gaining Momentum, IBEF, www.ibef.org )

http://www.frost.com/

http://www.ibef.org/

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COLD-CHAIN INDUSTRY IN INDIA

Growing annually at 28% the total value of

cold chain industry in India is expected to

reach ~USD 13 billion by 2017 through

increased investments, modernization of

existing facilities, and establishment of new

ventures via private and government

partnerships

India‘s cold chain industry is still evolving,

not well organized and operating below

capacity

The Indian cold chain market is highly

fragmented with more than 3,500 companies

in the whole value system

Organized players contribute only ~8%–10%

of the cold chain industry market

Most equipment in use is outdated and single

commodity based

Need for cold chain –

11% of world‘s total vegetables

production is accounted by India alone

but India‘s share in global vegetable

trade is only 1.7%

127 Million Tonnes of milk was

produced in 2011-12, but cold storage

capacity is only available for 70,000-

80,000 Tonnes of milk

20%-30% of fish production is annually

wasted in India

25,000 unregistered slaughter houses are

present in India, which generally lack

chilling facilities

(Source: Cold Chain Industry India, ASSOCHAM INDIA, www.assocham.org)

GOVERNMENT INITIATIVES IN COLD-CHAIN INDUSTRY

The Government of India recognizes that development of cold chain is an essential next step in upgrading India‘s food

processing industry and therefore offers many incentives for promoting growth


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(Source: Cold Chain Industry India, ASSOCHAM INDIA, www.assocham.org)

COLD STORAGE INDUSTRY- OVERVIEW

The base line survey of cold stores, conducted by M/s. Hansa Research for National Horticulture Board14 under DAC

in 2013-14, indicates the segment wise share in number of cold storage is shown in Figure.

Segment-wise Segregation of Cold Storages

(Source: All India Cold-chain Infrastructure Capacity Assessment of Status & Gap, NCCD, www.nccd.gov.in)

As per this survey, 1219 cold stores are permanently closed/not available and the total number of functional cold

stores is 5367 amounting to a total storage size of 26.85 million tons. The survey also indicates that although most of

the cold storages facilitate transportation of commodities, 79% don‘t own any transportation facility and there are very

few modern pack-houses to originate produce into cold-chain.

It is observed that India had made steady progress in standalone cold storages but required to develop other associated

infrastructure components in the cold-chain. This study evaluates and reveals the infrastructure requirements to meet

current consumption of urban population in India, from domestic production. It is felt this requires greater attention to



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modern pack-houses and refrigerated transport to link producers to markets. To make headway in integrated cold-

chain infrastructure, holistic approach to such development is required.

NCCD had earlier estimated on a broad level that for every cold store (Hub) of size 5000MT, to handle a weekly

throughput of 2000MT of fresh fruits and vegetables, there needed to be integrated development of 16 pack-house

units, connected with an associated number of reefer vehicles. In effect the investment needed to shift more towards

pack-houses and refrigerated transport as cold storage accounted for only about 18% of the investment in this chain

(Source: All India Cold-chain Infrastructure Capacity Assessment of Status & Gap, NCCD, www.nccd.gov.in)

MAJOR REVENUE CONTRIBUTORS OF THE INDIAN COLD CHAIN INDUSTRY

There are ~5,381 number of total cold chain

storages in India with 95% of total storage

capacity under private players

~36% these cold storages in India have capacity

below 1,000 MT

65% of India‘s cold chain storage capacity is

contributed by the states of Uttar Pradesh and

West Bengal

With the current capacity only less than 11% of

what is produced can be stored

Cold storage capacity is expected to grow at ~13%

per annum on a sustained basis over the next 4

years, with the organized market growing at a

faster pace of ~20%

Key growth drivers include growth in organized

retail and food service industry, government‘s

initiatives, rising export demand for processed and

frozen food

(Source ―Cold Chain Industry India‖, ASSOCHAM INDIA, www.assocham.org)

FUTURE DIRECTION

There are four critical areas for considering future focused implementation for developing cold-chain:

i. Modern pack-house with pre-cooler and staging facility (village level)

ii. Refrigerated transport (to connect pack-house with market).

iii. Multi-modal logistics (rail, road, waterways and/or air).

iv. Clean energy sources for operating pack-houses, cold stores and transport

v. Packaging material for safe transportation

vi. Improved traceability systems to safeguard and complement nutritional security

The first three are infrastructure components that will help direct investment into rural areas and create near farm jobs

allied to production from farms. Such development will support and maintain a prioritisation to establish greater

market reach of perishable fresh produce. The creation of such back-end infrastructure to provide a logistics

intervention that increases market capture of farmers will also support greater collaboration between farmers in form

of FPOs/Cooperatives. The development will help integration with the existing asset base (cold stores at front end) and

set off supply links in the existing marketing network.

NATIONAL AGENDA FOR CONVERGENCE



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India has been successful in creating the world‘s largest footprint in cold storage space, however it has not developed

integration with other components of the cold-chain. Given new understandings, there is a need to incentivise

infrastructure creation to meet specific gaps, so as to fulfil the agenda of overall holistic development and integration

of activities. To provide strategic direction for such future development, the instituting of a National Policy for Cold-

chain Development is also sought.

(Source: Report on Cold-chain (rationalising concept & requirements), NCCD, www.nccd.gov.in )


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OUR BUSINESS

Some of the information contained in the following discussion, including information with respect to our business

plans and strategies, contain forward-looking statements

nts that involve risks and uncertainties. You should read the chapter titled ―Forward-Looking Statements‖ beginning

on page 17 of this Draft Prospectus for a discussion of the risks and uncertainties related to those statements and also

the section ―Risk Factors‖ for a discussion of certain factors that may affect our business, financial condition or

results of operations. Our actual results may differ materially from those expressed in or implied by these forward-

looking statements. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal are to the

twelve-month period ended March 31 of that year.

The financial information used in this section, unless otherwise stated, is derived from our Financial Information, as

restated prepared in accordance with Indian GAAP, Companies Act and SEBI Regulations. The following information

is qualified in its entirety by, and should be read together with, the more detailed financial and other information

included in this Draft Prospectus, including the information contained in the sections titled ―Risk Factors‖ and

―Financial Information‖ beginning on pages 17 and 175 respectively.

OVERVIEW

Incorporated in 1989, our Company was incorporated as Wadhwani Cold Storage & Ice Plant Private Limited and

subsequently name of our Company was changed to Farmico Cold Storage and Ice Plant Private Limited. Further on

October 10, 2017, name of our Company was changed to Farmico Cold Storage Private Limited. The Company got

converted into public limited Company on November 23, 2016

Our Company is engaged in business of providing cold storage facilities for storing of all kind of spices, vegetables,

food grains, fruits, dry fruits, etc.

We are located at APMC market, Nagpur having direct access to local vendors who use our facility for storing their

products at our facility. Our facility is spread across more than 10,000 Sq.mt having Multi Chamber Cold Storage with

a temperature range from negative fifteen degrees celsius to a plus thirty degrees celsius.

Our facility is equipped with independent chambers with different areas to store product base on its requirement. We

have a capacity of handling 30 containers at a given point of time. We have developed and designed a computerized

inventory system handling for inward/outward of stocks. We provide space for warehousing of fruits and vegetables

for exporters, importers, traders, distributors & local market clients.

We also undertake process for Banana Ripening by use of Ethylene.

Our cold storage facility is well equipped with adequate machinery and handling equipment including other allied

engineered products to facilitate smooth management of products at our facility. We endeavor to maintain safety in

our premises by adhering to key safety norms.

For the year ended March 31, 2016 as per restated standalone financials our Company has recorded net revenue from

operations of Rs 284.20 lakhs and a net profit of Rs 54.28 lakhs as compared with the net revenue from operations of

Rs 251.39 lakhs and net profit of Rs 27.53 lakhs during the fiscal year 2016.

Our Company‟s location and cold storage facilities are as below:

Our Registered Office: Off No. 1006, 10th Floor, Hubtown Solaris, N.S Phadke Road, Saiwadi, Near Gokhle

Fly Over, Andheri (E), Mumbai, Maharashtra 400069 India

Storage Facility Unit: A.P.M.C. Market Yard, Kalamna, Nagpur, Maharashtra- 440008

COMPETITIVE STRENGTHS

Our Company focuses on serving the changing and evolving needs of the various cold storage industries.

Favourable Government Policies for our sector

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Government of India through the Ministry of Food Processing Industries has formulated a number of policies for

extending assistance in the form of grant, subsidy and soft loan to agro food processing industries. In order to give

impetus to promotion of all Agro Food Processing Industries several incentives and concessions have been granted.

The government has actively supported cold chain, pre and post harvest network area near the production sites. We

believe that since our core business adds value to the supply chain of agro produce and empowers farmers/traders to be

able to get good prices for their produce, this sector shall continue to get support and encouragement from the

government going forward.

Product Range for Storage

We have cold storage facility for different type of products such as cereals, spices, fruits, dry fruits milk product

among others. This ensures that our business is safeguarded against slowdown in any particular industry.


We are led by a dedicated senior management team with several decades of experience in cold storage industry. We

believe our senior management team leverages our market position and their collective experience and knowledge in

the industry, we execute our business strategies and drive our future growth. Our Promoters, Prakash Wadhwani, has

more than two and half decades of experience in this industry. In addition, we also have a dedicated team of

employees. We believe our position as a cold storage Company represents a significant competitive advantage in

attracting and retaining high-quality talent.

History of repeat orders

Our Company has made continuous efforts to ensure customer satisfaction by taking steps for meeting customer

specific requirements as well as maintaining consistency in quality and this has yielded results in the form of repeat

orders from our customers. The repeat orders reflect the confidence reposed in us by our customers.


Our cold storage facility is situated at APMC market yard. We believe, our location gives us an advantage over other

players in our industry as we are situated inside market yard. Easy accessibility to vendors in and around Market Yard

for storage fruits, vegetables, cereals, etc increases our scope of operations and in turn increases our revenue from

operations.

BUSINESS STRATEGY

Improving functional efficiency

We will continue to focus on further increasing our operations and improving operational effectiveness at our cold

storage facility. Higher operational effeciency results in greater product management, and therefore allows us to

spread fixed costs over a higher volume of prodcuts stored, thereby increasing profit margins. We will also continue to

identify various strategic initiatives to improve our operational efficiencies and reduce operating costs. We aim to

focus on investing in solar power, automation, modern technology and equipment to continually upgrade our products.

Setting up of Integrated Cold Storage facilities

We are setting up integrated cold storage facilities wherein we propose to provide integrated solution to our customers

by offering logistics, product management and other allied services. This facility will complement our existing cold

storage facility and will increase range of services provided to our customers. For further reference, kindly refer

chapter titled ―Objects of the Issue‖ on page 70 of this Draft Prospectus.

Technology Up-Gradation

Our cold storage facilities are in operations since 1989. While our promoters have been effectively monitoring the

operations of company we believe that with the increase in number of cold storage units and trust of our customers it is

necessary to support it with use of technology. We propose to increase IT infrastructure system to manage logistics for

our integrated cold storage facility that shall assist us in managing inventory and accounting of cold storage

warehouses in an advance manner.

COLD STORAGE PROCESS

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Sourcing of Clients/ Customers:

We source customers from APMC, Nagpur and adjacent areas. The customers are provided quotations on the basis of

space, product, time, etc.

Inward Entry of Goods:

Goods entered are then weighed and segregated and shifted to appropriate chambers. The temperature is regulated

according to the requirement and products are regularly monitored by our team.

Determine Cooling Temperature

Cooling temperature is defined for each product and appropriate temperature is maintained throughout the period of

storage. Fruits have to store at different temperature and same applies with spices. Post determination of temperature,

goods are sent to different chambers for cooling.

Managing Storing:

Units are airtight which helps the products to protect from extreme temperature and weather changes. Storage is

managed by our labours and proper quotations based on available space are provided.

Dispatch & Billing:

Goods are then set free for dispatch and billing based on quotation is done.

BANANA RIPENING PROCESS

Ripening with Ethylene

Bananas are received at the ripening plant at initial stage

Souring of Clients/Customers for

products storing

Inward Entry Of Goods/Products

Eg. Fruits/ Spices

Determine Cooling Temperature of Cooling Storage

Chamber

Segregating and Storing different products group to different Chambers

Ensuring correct cooling temperature according to product requirement

Managing Storage, Warehousing, etc

Removal of goods/products from

chamber & calculating them post cooling

gain/loss

Sorting goods / products according to

customer/clients

Dispatching & Billing

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The product is pre-cooled to temperature of 18ºC

After stabilization of temperature, ethylene is introduced

During this period the fruit starts producing ethylene by itself

The refrigeration system must be capable of removing the and maintaining the temperature and relative

humidity at desired levels

Bananas are ripened to color stage 3 or 4 depending on mode of retailing for dispatch to market, Depending on

cultivar and market requirements, ripening cycle maybe spread from 4 to 8 days

Temperature is reduced gradually for enhancing the shelf life of the Fruit.

Air distribution system for uniform ripening of banana in palletized crates with Suitable air bypass sealing

system for the crates.

EXPORT AND EXPORT OBLIGATION

Our Company has no export obligation as on date of Draft Prospectus.

INTEGRATED COLD CHAIN PROJECT & FROZEN PRODUCTS

Our Company proposes to utilize the funds raised from Initial Public Offer to set a unit for Integrated Cold Chain

Project. We plan to set up a value added centre with mobile pre-cooling vans & refrigerated trucks monitored with

distribution hub with multi product & multi chamber cold storage including IQF & related facilities. Kindly refer

chapter titled ―Our Objects‖ on page 90 of this Draft Prospectus.

COLLABORATIONS

We have not entered into any technical or other collaboration

UTILITIES & INFRASTRUCTURE FACILITIES

Infrastructure Facilities

Our registered office is located at Off No. 1006, 10th Floor, Hubtown Solaris, N.S Phadke Road, Saiwadi, Near

Gokhle Fly Over, Andheri (E) Mumbai 400069 Maharashtra which is well equipped with computer systems, internet

connectivity, other communications equipment, security and other facilities.

Our cold storage facilities are located at:

(i) APMC Market Yard, Kalamna Market, Nagpur, Maharashtra 440008

(ii) Khasra No. 20/1-A and 20/2-A at Lihigaon, Kamptee, Nagpur*

(iii) Office No. 1006, 10th Floor, Hubtwon Solaris, N S Phadke Marg, Andheri East, Mumbai – 400 069*

Our facility at APMC Market Yard, Nagpur is well equipped with security and other facilities, which are required for

our business operations to function smoothly. It is equipped with requisite utilities and facilities including the

following:

Power

Our Company meets its power requirements by purchasing electricity from Maharashtra State Electricity Distribution

Company Limited.

Water

The water requirement for manufacturing facilities is met through our own bore well.

*New facilities in which we are yet to apply to apply for power and other facilities. We have also proposed to install

solar power plant at both facilities from net issue proceeds and other funds as described in chapter titled ―Objects of

the Issue‖ on page 90 of this Draft Prospectus.

PLANT & MACHINERY

Following is the list of quotations received from suppliers for installation of plant and machinery for the for setting up

of integrated cold storage facility;

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Sr.


Proposed

Quantity

Proposed Cost



1

Individual Quick Freezing

(IQF) Machine, Capacity-

1000 Kg / Hr

1 No 154.61 Pigo SRL

2

Equipment / Accessories for

processing including powered

roller conveyors for filled &

empty crates, PVC crates, SS

tables, strapping machine,

weighing machine etc.


Engineering

3 Weigh Bridge 60 MT 1 No 9.50 Statweigh India Pvt

Ltd

4 Goods Lift 2 MT Payload 1 No 5.15 Suresh Engineering

5


3750 MT cold Storage + 1000

MT Frozen Food Storage +

IQF complete including




controls & instruments, ref.





etc

1 Lot 310.00

Refcon Engineering

Services Pvt Ltd,

Pune

6


MT cold Storage + 1000 MT

Frozen Food Storage




1 Lot 219.23 Lloyd Insulation

(India) Ltd

7



for 3750 MT cold Storage +

1000 MT Frozen Food

Storage + Ante room + IQF

hall including grading sorting

& other equipment.

1 Lot 31.79 Metaflex Doors

India Pvt. Ltd

8


including



3. Sprinkler System


5. Pumps, Cables & Valves


9


room, dock area & IQF hall

including grading sorting &

other equipment. complete


1 Lot 25.00

Ashapuri

Refrigeration

Services

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Sr.


Proposed

Quantity

Proposed Cost


air cooling units,



piping etc.

10


comprising of:


line with DP structure. 11 KV

metering kiosk as per

MSEDCL specifications. 11

KV breaker panel. 500 KVA

11 KV/433 Volts transformer

with OLTC & RTCC. 11 KV

3 core x 95 sq.mm.

Aluminum conductor XLPE

insulated cable.


mentioned cables.

Earthing stations.

1 Lot

268.58

Dig-Ambar

Associates

11


Outdoor type ACB Panel,

Main Power Control center,

280 KV Ar APFC Panel.

1 Lot

12


comprising of:


Earthing, Lightning

protection etc

1 Lot



15


Panel & mechanical


1 No

16

250 KW Solar Photo Voltaic

power plant (on grid type

system with net metering

provision)

1 Lot

17 ETP, Hand Pallet Trucks 1 Lot 11.50

Ashapuri

Refrigeration

Services


1

Ripening System including

thermal insulation,

refrigeration system,

insulated doors etc. for 8 nos

of Ripening chambers of

capacity 15 MT each.

1 Lot 128.90

Ashapura

Refrigeration

Services

2


comprising of:



1 Lot 24.94

Dig-Ambar

Associates

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Sr.


Proposed

Quantity

Proposed Cost



transformer.

Earthing stations.

3


Outdoor type MCCB Panel,

Main Power Control

center,55 KVAr APFC Panel.

1 Lot

4


comprising of:

L.T. cabling, Cable trays,

Earthing.

Lightning protection.

1 Lot

5

Indoor Lighting work

comprising of:

LED type IP 65 class light

fixtures.

Point wiring for Lights.

MCB DBs.

1 Lot

6

Outdoor Lighting work

comprising of:

Wall Mounted 90 watt IP 65

class LED street lights.

1 Lot

7

100 KVA D.G. set with

MCCB Panel, & mechanical


1 Lot

8 Goods Lift 2 MT Payload 1 No. 4.20 Suresh Engineers


1


3600 MT cold Storage +1000

MT Frozen Food Storage

complete including




controls & instruments, re.





etc.

1 Lot 209.75 Refcon Engineering

Services P L

2


MT cold Storage +1000 MT

Frozen Food Storage




1 Lot 171.13 Llyod Insulations

(India) Limited

3



for 3600 MT cold Storage

+1000 MT Frozen Food

Storage + Ante room

1 Lot 39.60

Metalflex Doors

India Private

Limited

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Sr.


Proposed

Quantity

Proposed Cost


4


room & dock area complete


air cooling units,



piping etc.


Engineering

5


including,



3. Sprinkler System


5. Pumps, Cables and Valves


6 Goods Lift 2 MT Payload 2 Nos 10.30 Suresh Engineers

7


comprising of:



11 KV metering kiosk as per

MSEDCL specifications.

11 KV breaker panel.


transformer with OLTC &

RTCC.

11 KV 3 core x 95 sq. mm.

aluminum conductors XLPE

insulated cable.


mentioned cables.

Earthling stations etc

1 Lot

204.20

Dig-Ambar

Associates

8

L.T. Panels comprising

of:Outdoor type ACB

Panel,Main Power Control

center, 280 KVAr APFC

Panel.

1 Lot

9


comprising of:


Earthling, Lightning

protection etc

1 Lot



12


Panel & mechanical


1 No

13 175 KW Solar Photo Voltaic

power plant 1 Lot

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(f) Reefer Transportation includes purchasing of Refrigerated Vans and approvals thereof.

Sr.


Proposed

Quantity

Proposed Cost


1

Refer Trucks with

Refrigeration




Eisher / Equiv




Thermoking / Eqvt

3 Nos

188.75 Megastar

Engineering/ Eqvt

2

Refer Trucks with

Refrigeration




Eisher / Equiv




Thermoking / Equiv

3 Nos

HUMAN RESOURCE

We believe that our employees are key contributors to our business success. To achieve this, we focus on attracting

and retaining the best possible talent. Our Company looks for specific skill-sets, interests and background that would

be an asset for its kind of business.

As on December 31, 2016 our Company has 19 employees on payroll. Our manpower is a prudent mix of the

experienced and youth which gives us the dual advantage of stability and growth. Our work processes and skilled

resources together with our strong management team have enabled us to successfully implement our growth plans.

Department wise break up

Department No. of Employees

Plant and Machine Operator 2

Accounts 1

Ware House 15

Security 1

Total 19

Post setting of integrated cold storgae facility, we shall require about 24 employees to manage our operations as

detailed below:

Nagpur Facility 1 and Facility 2


Manager/Supervisor 1

Accountant 1

Operators 3

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Helpers and Watchmen 5

Refrigeration Truck Drivers 3

Total 13

Mumbai Facility


Manager/Supervisor 1

Accountant 1

Operators 2

Helpers and Watchmen 4

Refrigeration Truck Drivers 3

Total 11

We shall also require about 20 contractual employees which shall vary based on seasons for manual processing i.e.

sorting, grading, cutting, slicing and dicing of fruits and vegetables.

MARKETING

Company proposes to market our service with the total backward and forward integration of the supply chain

management. We propose to have tie up with farmer for procurement and having tie up with retailers to supply

products as per their requirement.

Company plans to have tie up with farmers, NGOs, retail chains, etc. at various districts especially Nagpur, Raipur,

Mumbai, Pune, Bhopal, Hyderabad, Chindawada, etc. who will procure from the local area and utilize the proposed

facilities by paying services charges to Farmico Cold Storage Private Limited.

We propose to target Organized Retailers, Domestic Bulk Customers, Fast Food Chain.

Our success lies in the strength of our quality service, needs of the customer and relationship with them. Our team

through its vast experience and good rapport with clients owing to timely and quality delivery of service plays an

instrumental role in creating and expanding a work platform for our Company.

END USER

Our services are used by stockists, whole seller, vendors, etc who store their products at our cold storage facility.

CAPACITY AND CAPACITY UTILISATION

The installed capacity of our cold storage facility for storing product is around 7500 MT at any point of time. Our

capacity is used around 85% to 90% on an average. Exact capacity of our storage cannot be determined

Particulars/ Year 2014-15 2015-16 2016-17

Installed Capacity 7500 MT Usage Usage % Usage Usage % Usage Usage %

6375 MT 85.00% 6375 MT 85.00% 6750 MT 90.00%

COMPETITION

We face competition from various domestic players in and around Nagpur. The industry is also unorganized and

fragmented with many small and medium-sized companies and entities.

INSURANCE

We have taken insurance to cover different risks which we believe is sufficient to cover all material risks to our

operations and revenue. We maintain insurance policies as mentioned below. These policies include standard Fire

Building.

Sr.

No. Nature of Policy Policy No.

Premium

(Rs.)

Coverage (Rs

Lakhs.) Expiry date

1. Standard Fire and 281302/11/16/3300000678 1,52,750 1300 17/12/2017

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Sr.

No. Nature of Policy Policy No.

Premium

(Rs.)

Coverage (Rs

Lakhs.) Expiry date

Special Perils Policy

LAND AND PROPERTY

I. Land and Properties taken on Lease/ Rent by the Company.

Sr

No Location of the Property

Document

Date Licensor/Lessor Period Usage

1. APMC Market Yard,

Kalamna Market, Nagpur,

Maharashtra 440008

March 05,2012

Agriculture Produce

Market Committee

Nagpur

30 years Cold Storage

Facility

2. Khasra No. 20/1-A and

20/2-A at Lihigaon,

Kamptee, Nagpur

October 1,

2016

Prakash Wadhwani and

Chandraprakash

Wadhwani


Facility

3. Plot No. C-98, Thane Trans

Creel, MIDC, Mahape

June 19, 2017 Maharashtra Industrial

Development

Corporation


Facility

4. Office No. 1006, 10th Floor,

Hubtwon Solaris, N S

Phadke Marg, Andheri East,

Mumbai – 400 069

February 1,

2017

Farmico Commodities

Limited 60 months

Registered

Office

INTELLECTUAL PROPERTY

Our Promoter, Chandraprakash Wadhwani has applied for registration of our logo under the Trademark Act vides

application dated March 04, 2017 and our application is in the process with the Registrar of Trademark. Following are

the details:

Sr.

No. Trademark Name Class Date of application Current Status

1.

39 04/03/2017 Accepted and Advertised

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KEY INDUSTRY REGULATIONS AND POLICIES

Except as otherwise specified in this Draft Prospectus, the Companies Act, 1956 / the Companies Act, 2013, We are

subject to a number of central and state legislations which regulate substantive and procedural aspects of our business.

Additionally, our operations require sanctions from the concerned authorities, under the relevant Central and State

legislations and local bye–laws. The following is an overview of some of the important laws, policies and regulations

which are pertinent to our business as a player in the business of Cold Storage industry. Taxation statutes such as the

Income Tax Act, 1961 and applicable Labour laws, environmental laws, contractual laws, intellectual property laws as

the case may be, apply to us as they do to any other Indian company. The statements below are based on the current

provisions of Indian law, and the judicial and administrative interpretations thereof, which are subject to change or

modification by subsequent legislative, regulatory, administrative or judicial decisions. The regulations set out below

may not be exhaustive, and are only intended to provide general information to Applicants and is neither designed nor

intended to be a substitute for professional legal advice.

APPROVALS

For the purpose of the business undertaken by our Company, our Company is required to comply with various laws,

statutes, rules, regulations, executive orders, etc. that may be applicable from time to time. The details of such

approvals have more particularly been described for your reference in the chapter titled ―Government and Other

Statutory Approvals‖ beginning on page number 289 of this Draft Prospectus.

APPLICABLE LAWS AND REGULATIONS

BUSINESS/TRADE RELATED LAWS/REGULATIONS

Food Safety and Standard Act, 2006

The Food Safety and Standards Act, 2006 (the ―FSSA‖) was enacted on August 23, 2006 with a view to consolidate

the laws relating to food and to establish the Food Safety and Standards Authority of India (the ―Food Authority‖) for

setting out scientific standards for articles of food and to regulate their manufacture, storage, distribution, sale and

import to ensure availability of safe and wholesome food for human consumption. The Food Authority is required to

provide scientific advice and technical support to the Government of India and the state governments in framing the

policy and rules relating to food safety and nutrition. The FSSA also sets out requirements for licensing and

registering food businesses, general principles for food safety, and responsibilities of the food business operator and

liability of manufacturers and sellers, and adjudication by ‗Food Safety Appellate Tribunal‘.

In exercise of powers under the FSSA, the Food Authority has framed the Food Safety and Standards Rules, 2011 (the

―FSSR‖) which were notified in the Gazette of India dated May 5, 2011 and have been operative since August 5, 2011.

The FSSR provides the procedure for registration and licensing process for food business and lays down detailed

standards for various food products. The FSSR also sets out the enforcement structure of ‗commissioner of food

safety‘, ‗the food safety officer‘ and ‗the food analyst‘ and procedures of taking extracts, seizure, sampling and

analysis. The FSSA lays down penalties for various offences (including recall procedures).

The Food Authority has also framed the following food safety and standards regulations:

• Food Safety and Standards (Licensing and Registration of Food Businesses) Regulations, 2011;

• Food Safety and Standards (Packaging and Labelling) Regulations, 2011;

• Food Safety and Standards (Food Product Standards and Food Additives) Regulations, 2011;

• Food Safety and Standards (Prohibition and Restriction on Sales) Regulations, 2011;

• Food Safety and Standards (Contaminants, Toxins and Residues) Regulations, 2011; and

• Food Safety and Standards (Laboratory and Sampling Analysis) Regulations, 2011.

Kyoto Protocol

The Kyoto Protocol is an international agreement linked to the United Nations Framework Convention on Climate

Change. The major feature of the Kyoto Protocol is that it sets binding targets for 37 industrialized countries and the

European community for reducing Green House Gas (GHG) emissions .These amount to an average of five per cent

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(5%) against 1990 levels over the five-year period 2008-2012. Recognizing that developed countries are principally

responsible for the current high levels of GHG emissions in the atmosphere as a result of more than 150 years of

industrial activity, the Protocol places a heavier burden on developed nations under the principle of "common but

differentiated responsibilities". The Kyoto Protocol was adopted in Kyoto, Japan, on December 11, 1997 and came

into force on February 16, 2005. One Hundred and Eighty Four (184) Parties of the Convention have ratified the

Protocol to date. The detailed rules for the implementation of the Protocol were adopted at seventh conference of

parties in Marrakesh, Morocco, in 2001, and are called the "Marrakesh Accords". Of the few methods to participate in

the Carbon market a Clean Development Mechanism (CDM) project must provide emission reductions that are

additional to what would otherwise have occurred. The projects must qualify through a rigorous and public registration

and issuance process. Approval is given by the Designate National Authorities. Public funding for CDM project

activities must not result in the diversion of official development assistance. The mechanism is overseen by the CDM

Executive Board, answerable ultimately to the countries that have ratified the Kyoto Protocol.

The Micro, Small and Medium Enterprises Development Act, 2006

In order to promote and enhance the competitiveness of Micro, Small and Medium Enterprise (MSME) the act is

enacted. A National Board shall be appointed and established by the Central Government for MSME enterprise with

its head office at Delhi in the case of the enterprises engaged in the manufacture or production of goods pertaining to

any industry mentioned in first schedule to Industries (Development and regulation) Act, 1951 as ―micro enterprise‖,

where the investment in plant and machinery does not exceed twenty-five lakh rupees; ―Small enterprise‖, where the

investment in plant and machinery is more than twenty-five lakh rupees but does not exceed five crore rupees; or a

medium enterprise , where the investment in plant and machinery is more than five crore but does not exceed ten crore

rupees and in the case of the enterprise engaged in the services, ―Micro – enterprise‖ , where the investment in

equipment does not exceed ten lakh rupees, ―Small Enterprise‖ where the investment in equipment is more than ten

lakh rupees but does not exceed two crore rupees, or ― Medium Enterprise‖ where the investment in equipment is

more than two crore rupees but does not exceed five crore rupees.

Centrally Sponsored Schemes Under National Mission On Food Processing

Ministry of Food Processing Industries (MoFPI) launched a Centrally Sponsored Scheme - National Mission on Food

Processing (NMFP) to be implemented through State / UT Governments during 12th Five Year Plan (2012-17). Main

aim of scheme is to decentralize implementation of the schemes, leading to substantial participation of State

Governments/UTs. The State / UT Governments were given flexibility in implementing the schemes included in the

NMFP based on the needs of local area. Which also includes Scheme for Cold Chain, Value Addition and Preservation

Infrastructure for Non Horticultural Products.

Industrial Policy of Relevant State

The Maharashtra Industrial Policy 2013

The Maharashtra Industrial Policy 2013 has given a special attention to encourage small scale industries. For financial

stability of MSMEs (Micro Small and Medium Enterprises) , the state government will provide fiscal incentives and

support to less developed areas, such as 75% reimbursement of cost of water and energy admissible. There is 100%

stamp duty exemption within investment period for acquiring land and for term loan purposes. Exemption from

payment of electricity duty to eligible new units is also available in certain cases. Power tariff of INR 1/- per unit

consumed is available for eligible new units located in Gondia, Kinvat, Chandrapur, etc. Financial incentives are

available in the form of Industrial Promotion Subsidy (IPS), Interest Subsidy, Electricity duty exemption, Waiver of

Stamp Duty, Power Tariff Subsidy, etc. Up to 70 lacs can be utilized in the various ways. The Industrial Promotion

Subsidy, which is receivable in cash as a specific percentage of net VAT and CST is also provided. Existing units can

also be benefited under this scheme provided that they make 1) minimum investment in capital assets of 25%; 2) same

increase in production capacity; and 3) minimum 10% increase in employment.

Electricity Act, 2003 (the “Electricity Act”)

The Electricity Act repealed all the earlier enactments pertaining to the power sector, and provides for the requirement

of licenses or permission for the activity of generation of power. The Electricity Act mandates that all regulatory

commissions should procure certain percentage of power generation from renewable energy sources by all distribution

companies. The Electricity Act, inter alia, provides for regulatory interventions for promotion of renewable energy

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(RE) sources through a) determination of tariff; b) specifying renewable purchase obligation (RPO); c) facilitating grid

connectivity and; d) promotion and development of market.

Anti-Trust Laws

Competition Act, 2002

An act to prevent practices having adverse effect on competition, to promote and sustain competition in markets, to

protect interest of consumer and to ensure freedom of trade in India. The act deals with prohibition of agreements and

Anti-competitive agreements. No enterprise or group shall abuse its dominant position in various circumstances as

mentioned under the Act.

The prima facie duty of the commission is to eliminate practices having adverse effect on competition, promote and

sustain competition, protect interest of consumer and ensure freedom of trade. The commission shall issue notice to

show cause to the parties to combination calling upon them to respond within 30 days in case it is of the opinion that

there has been an appreciable adverse effect on competition in India. In case a person fails to comply with the

directions of the Commission and Director General he shall be punishable with a fine which may exceed to Rs. 1 lakh

for each day during such failure subject to maximum of Rupees One Crore.

GENERAL CORPORATE COMPLIANCE

The Companies Act 1956 and The Companies Act, 2013

The consolidation and amendment in law relating to Companies Act, 1956 made way to enactment of Companies Act,

2013. The Companies act 1956 is still applicable to the extent not repealed and the Companies Act, 2013 is applicable

to the extent notified. The act deals with incorporation of companies and the procedure for incorporation and post

incorporation. The conversion of private company into public company and vice versa is also laid down under the

Companies Act, 2013. The procedure relating to winding up, voluntary winding up, appointment of liquidator also

forms part of the act. The provision of this act shall apply to all the companies incorporated either under this act or

under any other previous law. It shall also apply to banking companies, companies engaged in generation or supply of

electricity and any other company governed by any special act for the time being in force. A company can be formed

by seven or more persons in case of public company and by two or more persons in case of private company. A

company can even be formed by one person i.e., a One Person Company. The provisions relating to forming and allied

procedures of One Person Company are mentioned in the act.

Further, Schedule V (read with sections 196 and 197), Part I lay down conditions to be fulfilled for the appointment of

a managing or whole time director or manager. It provides the list of acts under which if a person is prosecuted he

cannot be appointed as the director or Managing Director or Manager of the firm. The provisions relating to

remuneration of the director‘s payable by the companies is under Part II of the said schedule.

EMPLOYMENT AND LABOUR LAWS

Minimum Wages Act, 1948

The Minimum Wages Act, 1948 (―MWA‖) came into force with an objective to provide for the fixation of a minimum

wage payable by the employer to the employee. Under the MWA, every employer is mandated to pay the minimum

wages to all employees engaged to do any work skilled, unskilled, manual or clerical (including out-workers) in any

employment listed in the schedule to the MWA, in respect of which minimum rates of wages have been fixed or

revised under the MWA. Construction of Buildings, Roads, and Runways are scheduled employments. It prescribes

penalties for non-compliance by employers for payment of the wages thus fixed.

Maternity Benefit Act, 1961

The Maternity Benefit Act, 1961 provides for leave and right to payment of maternity benefits to women employees in

case of confinement or miscarriage etc. The act is applicable to every establishment which is a factory, mine or

plantation including any such establishment belonging to government and to every establishment of equestrian,

acrobatic and other performances, to every shop or establishment within the meaning of any law for the time being in

force in relation to shops and establishments in a state, in which ten or more persons are employed, or were employed,

on any day of the preceding twelve months; provided that the state government may, with the approval of the Central

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Government, after giving at least two months‘ notice shall apply any of the provisions of this act to establishments or

class of establishments, industrial, commercial, agricultural or otherwise.

Equal Remuneration Act, 1976

The Equal Remuneration Act 1976 provides for payment of equal remuneration to men and women workers and for

prevention discrimination, on the ground of sex, against Female employees in the matters of employment and for

matters connected therewith. The act was enacted with the aim of state to provide Equal Pay and Equal Work as

envisaged under Article 39 of the Constitution.

Child Labour Prohibition and Regulation Act, 1986

The Child Labour Prohibition and Regulation Act 1986 prohibits employment of children below 14 years of age in

certain occupations and processes and provides for regulation of employment of children in all other occupations and

processes. Employment of Child Labour is prohibited in Building and Construction Industries and as per Part A of the

Schedule it is applicable to the Port and the vicinity of the port area.

The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

In order to curb the rise in sexual harassment of women at workplace, this act was enacted for prevention and redressal

of complaints and for matters connected therewith or incidental thereto. The terms sexual harassment and workplace

are both defined in the act. Every employer should also constitute an ―Internal Complaints Committee‖ and every

officer and member of the company shall hold office for a period of not exceeding three years from the date of

nomination. Any aggrieved woman can make a complaint in writing to the Internal Committee in relation to sexual

harassment of female at workplace. Every employer has a duty to provide a safe working environment at workplace

which shall include safety from the persons coming into contact at the workplace, organising awareness programs and

workshops, display of rules relating to the sexual harassment at any conspicuous part of the workplace, provide

necessary facilities to the internal or local committee for dealing with the complaint, such other procedural

requirements to assess the complaints.

TAX RELATED LEGISLATIONS

Service Tax

Chapter V of the Finance Act, 1994 as amended, provides for the levy of a service tax in respect of ‗taxable services‘,

as specified in entry 39 defined therein. The service provider of taxable services is required to collect service tax from

the recipient of such services and pay such tax to the Government. Every person who is liable to pay this service tax

must register himself with the appropriate authorities. According to Rule 6 of the Service Tax Rules, every assessee is

required to pay service tax in TR 6 challan by the 5th / 6th of the month immediately following the month to which it

relates. Further, under Rule 7 (1) of Service Tax Rules, the Company is required to file a half yearly return in Form ST

3 by the 25th of the month immediately following the half year to which the return relates. Ministry of Finance, vide

its notification no. 25/2012- service tax dated June 20, 2012 has exempted service tax for cold storages units.

Maharashtra State Tax on Profession, Trades, Callings and Employments Act, 1975

The professional tax slabs in India are applicable to those citizens of India who are either involved in any profession or

trade. The State Government of each State is empowered with the responsibility of structuring as well as formulating

the respective professional tax criteria and is also required to collect funds through professional tax. The professional

taxes are charged on the incomes of individuals, profits of business or gains in vocations. The professional tax is

charged as per the List II of the Constitution. The professional taxes are classified under various tax slabs in India. The

State of Maharashtra, Karnataka, Tamil Nadu and Andhra Pradesh have their own professional tax structure and tax is

levied on every person who exercises any profession or calling or is engaged in any trade or holds any appointment,

public or private, or is employed in any manner in state is liable to pay the profession tax at the specified rate provided

that no tax shall be payable by the person who have attained sixty five year of age and handicapped person with more

than 40% disability or parent of a physically disabled or mentally retarded child. The tax payable under the State Acts

as mentioned above by any person earning a salary or wage shall be deducted by his employer from the salary or

wages payable to such person before such salary or wages is paid to him, and such employer shall, irrespective of

whether such deduction has been made or not when the salary and wage is paid to such persons, be liable to pay tax on

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behalf of such person and employer has to obtain the registration from the assessing authority in the prescribed

manner. Every person liable to pay tax under these Acts (other than a person earning salary or wages, in respect of

whom the tax is payable by the employer), shall obtain a certificate of enrolment from the assessing authority.

Labour Laws:

Employees‟ State Insurance Act, 1948 (the “ESI Act”)

It is an act to provide for certain benefits to employees in case of sickness, maternity and ‗employment injury‘ and to

make provision for certain other matters in relation thereto. It shall apply to all factories (including factories belonging

to the Government other than seasonal factories. Provided that nothing contained in this sub-section shall apply to a

factory or establishment belonging to or under the control of the Government whose employees are otherwise in

receipt of benefits substantially similar or superior to the benefits provided under this Act. This Act requires all the

employees of the establishments to which this Act applies to be insured in the manner provided there under. Employer

and employees both are required to make contribution to the fund. The return of the contribution made is required to

be filed with the Employee State Insurance department.

Employees‟ Provident Funds and Miscellaneous Provisions Act, 1952 (“the EPF Act”) and the Employees

Provident Fund Scheme, 1952

The EPF Act is applicable to an establishment employing more than 20 employees and as notified by the government

from time to time. All the establishments under the EPF Act are required to be registered with the appropriate

Provident Fund Commissioner. Also, in accordance with the provisions of the EPF Act, the employers are required to

contribute to the employees‘ provident fund the prescribed percentage of the basic wages, dearness allowances and

remaining allowance (if any) payable to the employees. The employee shall also be required to make the equal

contribution to the fund. The Central Government under section 5 of the EPF Act (as mentioned above) frames

Employees Provident Scheme, 1952.

ENVIRONMENTAL LEGISLATIONS

The Environment Protection Act, 1986 (“Environment Protection Act”)

The purpose of the Environment Protection Act is to act as an "umbrella" legislation designed to provide a frame work

for Central government co-ordination of the activities of various central and state authorities established under

previous laws. The Environment Protection Act authorizes the central government to protect and improve

environmental quality, control and reduce pollution from all sources, and prohibit or restrict the setting and /or

operation of any industrial facility on environmental grounds. The Act prohibits persons carrying on business,

operation or process from discharging or emitting any environmental pollutant in excess of such standards as may be

prescribed. Where the discharge of any environmental pollutant in excess of the prescribed standards occurs or is

apprehended to occur due to any accident or other unforeseen act, the person responsible for such discharge and the

person in charge of the place at which such discharge occurs or is apprehended to occur is bound to prevent or mitigate

the environmental pollution caused as a result of such discharge and should intimate the fact of such occurrence or

apprehension of such occurrence; and (b) be bound, if called upon, to render all assistance, to such authorities or

agencies as may be prescribed.

Air (Prevention and Control of Pollution) Act, 1981

Air (Prevention and Control of Pollution) Act 1981(―the Act‖) was enacted with an objective to protect the

environment from smoke and other toxic effluents released in the atmosphere by industries. With a view to curb air

pollution, the Act has declared several areas as air pollution control area and also prohibits the use of certain types of

fuels and appliances. Prior written consent is required of the board constituted under the Act, if a person intends to

commence an industrial plant in a pollution control area.

Water (Prevention and Control of Pollution) Act, 1974

The Water (Prevention and Control of Pollution) Act 1974 (―the Act‖) was enacted with an objective to protect the

rivers and streams from being polluted by domestic and industrial effluents. The Act prohibits the discharge of toxic

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and poisonous matter in the river and streams without treating the pollutants as per the standard laid down by the

Pollution control boards constituted under the Act. A person intending to commence any new industry, operation or

process likely to discharge pollutants must obtain prior consent of the board constituted under the Act.

Hazardous Waste (Management and Handling) Rules, 1989

The Hazardous Waste (Management and Handling) Rules, 1989, as amended, impose an obligation on each occupier

and operator of any facility generating hazardous waste to dispose of such hazardous wastes properly and also imposes

obligations in respect of the collection, treatment and storage of hazardous wastes. Each occupier and operator of any

facility generating hazardous waste is required to obtain an approval from the relevant state pollution control board for

collecting, storing and treating the hazardous waste.

The Public Liability Insurance Act, 1991

This Act imposes liability on the owner or controller of hazardous substances for any damage arising out of an

accident involving such hazardous substances. A list of hazardous substances covered by the legislation has been

enumerated by the Government by way of a notification. The owner or handler is also required to take out an

insurance policy insuring against liability under the legislation. The rules made under the Public Liability Act mandate

that the employer has to contribute towards the environment relief fund, a sum equal to the premium paid on the

insurance policies. The amount is payable to the insurer.

National Environmental Policy, 2006

The Policy seeks to extend the coverage, and fill in gaps that still exist, in light of present knowledge and accumulated

experience. This policy was prepared through an intensive process of consultation within the Government and inputs

from experts. It does not displace, but builds on the earlier policies. It is a statement of India's commitment to making

a positive contribution to international efforts. This is a response to our national commitment to a clean environment,

mandated in the Constitution in Articles 48 A and 51 A (g), strengthened by judicial interpretation of Article 21. The

dominant theme of this policy is that while conservation of environmental resources is necessary to secure livelihoods

and well-being of all, the most secure basis for conservation is to ensure that people dependent on particular resources

obtain better livelihoods from the fact of conservation, than from degradation of the resource. Following are the

objectives of National Environmental Policy:

• Conservation of Critical Environmental Resources

• Intra-generational Equity: Livelihood Security for the Poor

• Inter-generational Equity

• Integration of Environmental Concerns in Economic and Social Development

• Efficiency in Environmental Resource Use

• Environmental Governance

• Enhancement of resources for Environmental Conservation

INTELLECTUAL PROPERTY LEGISLATIONS

In general the Intellectual Property Rights includes but is not limited to the following enactments:

Trade Marks Act, 1999

The Trade Marks Act, 1999 (the ―Trade Marks Act‖) provides for the application and registration of trademarks in

India for granting exclusive rights to marks such as a brand, label and heading and obtaining relief in case of

infringement for commercial purposes as a trade description. The Trade Marks Act prohibits any registration of

deceptively similar trademarks or chemical compounds among others. It also provides for penalties for infringement,

falsifying and falsely applying for trademarks.

GENERAL LAWS

Apart from the above list of laws – which is inclusive in nature and not exhaustive - general laws like the Indian

Contract Act 1872, Indian Stamp Act, 1899, Specific Relief Act 1963, Negotiable Instrument Act 1881, The

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Information Technology Act, 2000, Sale of Goods Act 1930 and Consumer Protection Act 1986 are also applicable to

the company.

THE FOREIGN DIRECT INVESTMENT

The Government of India, from time to time, has made policy pronouncements on Foreign Direct Investment (―FDI‖)

through press notes and press releases. The Department of Industrial Policy and Promotion, Ministry of Commerce

and Industry, Government of India (―DIPP‖), has issued consolidated FDI Policy Circular of 2016 (―FDI Policy

2016‖), which with effect from June 7, 2016, consolidates and supersedes all previous press notes, press releases and

clarifications on FDI Policy issued by the DIPP that were in force. Further, DIPP has issued Press note 5, dated June

24, 2016 which introduces few changes in FDI Policy 2016. The Government proposes to update the consolidated

circular on FDI policy once every year and therefore, FDI Policy 2016 will be valid until the DIPP issues an updated

circular.

The Reserve Bank of India (―RBI‖) also issues Master Circular on Foreign Investment in India every year. Presently,

FDI in India is being governed by Master circular on Foreign Investment dated July 01, 2015 as updated from time to

time by RBI. In terms of the Master Circular, an Indian company may issue fresh shares to people resident outside

India (who is eligible to make investments in India, for which eligibility criteria are as prescribed). Such fresh issue of

shares shall be subject to inter-alia, the pricing guidelines prescribed under the Master Circular. The Indian company

making such fresh issue of shares would be subject to the reporting requirements, inter-alia with respect to

consideration for issue of shares and also subject to making certain filings including filing of Form FC-GPR.

Under the current FDI Policy of 2016, foreign direct investment in micro and small enterprises is subject to sectoral

caps, entry routes and other sectoral regulations. At present 100 % foreign direct investment through automatic route is

permitted in the sector in which our Company operates. Therefore applicable foreign investment up to 100% is

permitted in our company under automatic route.

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OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS

Certain forms and resolutions filed with Registrar of Companies (prior to 2006) are not traceable by our Company.

With respect to this chapter these include forms and resolutions for incorporation and change in constitution of

Company, change in registered office of Company, increase in authorised share capital, etc. Hence, this chapter is

prepared based on the ROC search reports, data provided by management and to the best of information available.

CORPORATE PROFILE AND BRIEF HISTORY

Our Company was originally incorporated as ―Wadhwani Cold Storage & Ice Plant Private Limited‖ as a Private

Limited Company under the provision of Companies Act, 1956 vide Certificate of Incorporation dated September 19,

1989 bearing registration No. 11-53536 issued by the Registrar of Companies, Maharashtra, Mumbai. The name of our

Company was changed to ―Farmico Cold Storage and Ice Plant Private Limited‖ on October 13, 2015 vide a

Certificate of Incorporation pursuant to change of name issued by the Registrar of Companies, Mumbai, Maharashtra.

Subsequently the name of our Company was changed to ―Farmico Cold Storage Private Limited‖ on November 06,

2015 vide a Certificate of Incorporation pursuant to change of name issued by the Registrar of Companies, Mumbai,

Maharashtra. Subsequently our Company was converted into a public limited company pursuant to special resolution

passed by the members in extraordinary general meeting held on October 20, 2016 and the name of our Company was

changed to ―Farmico Cold Storage Limited‖ vide a Certificate of Incorporation consequent upon conversion to public

dated November 23, 2016, issued by Registrar of Companies, Mumbai, Maharashtra,. The Corporate Identitification

number of our Company is U63002MH1989PLC053536.

Prakash Wadhwani, Suresh Wadhwani and Rajesh Wadhwani are initial subscribers to our Company.

Rajesh Wadhwani transferred his shareholding to Suresh Wadhwani and other shareholders further Suresh Wadhwani

transferred his shareholding to Geeta Wadhwani and Vidhi Wadhwani. Chandraprakash Wadhwani, Prakash

Wadhwani, Geeta Wadhwani and Vidhi Wadhwani are promoter of our company. Chandraprakash Wadhwani was

allotted shares by way of further issue in the year 1990

Our Company is engaged in business of providing cold storage facilities for storing of all kind of spices, vegetables,

food grains, fruits, dry fruits, etc.We are located inside APMC market having direct access with local vendors who

store their products at our facility. Our facility is spread across more than 10,000 Sq.mt having Multi Chamber Cold

Storage with a temperature range from negative fifteen degrees celsius to a plus thirty degrees celsius.

Our facility is equipped with Independent Chambers with a varied room area. We have a capacity of handling 30

containers at a given point of time. We have a specially developed and designed computerized inventory system

handling for inward/outward of stocks. We provide space for warehousing, for fruits and vegetables for exporters,

importers, traders, distributors & local market clients

For information on our Company‘s profile, activities, market, products, etc., market of each segment, standing of our

Company in comparison with prominent competitors, with reference to its products, management, managerial

competence, technology, market, major suppliers and customers, environmental issues, geographical segment, etc.

wherever applicable, please refer to this chapter and chapters titled ―Our Business‖, ―Our Industry‖, ―Financial

Statements as Restated‖, ―Management‘s Discussion and Analysis of Financial Condition and Results of Operation‖,

―Government and Other Statutory Approvals‖ beginning on page 127, 109, 175, 266 and 289 respectively of this Draft

Prospectus.

CHANGES IN REGISTERED OFFICE OF OUR COMPANY

Our Company‘s Registered Office is currently situated at Off No.1006, 10th Floor, Hubtown Solaris, N.S Phadke

Road, Saiwadi, Near Gokhle Fly Over, Andheri(E), Mumbai- 400069, Maharashtra, India.

The details of changes in the address of our Registered Office since incorporation are set forth below:

Effective Date From To Reasons

August 29, 2005* Maskasath, Itwari, Nagpur-

440002, Maharashtra

A.P.M.C. Market Yard, Kalamna,

Nagpur. Maharashtra- 440008 Administrative convenience

August 22,

2016**

A.P.M.C. Market Yard,

Kalamna, Nagpur.

Off No.1006, 10th Floor, Hubtown

Solaris, N.S Phadke Road, Saiwadi, Administrative convenience

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Maharashtra- 440008 Andheri(E), Near Gokhle Fly Over,

Mumbai – 400069, Maharashtra,

India

*Our Board of Directors approved change in our registered office was within the local limits of city.

**Our shareholders approved change of our registered office in extra ordinary general meeting dated August 22, 2016.

KEY EVENTS AND MILESTONES IN THE HISTORY OF OUR COMPANY

The following table sets forth the key events and milestones in the history of our Company, since incorporation:

Financial Year Events

1989 Incorporation of our Company

2015

Change In Name of our company from Wadhwani Cold Storage and Ice Plant Private Limited

to Farmico Cold Storage and Ice Plant Private Limited

Change In Name of our company from Farmico Cold Storage and Ice Plant Private Limited to

Farmico Cold Storage Private Limited

2016 Conversion of company from Private Limited to Public Limited

The main object of our Company, as contained in our Memorandum of Association, is as set forth below:

1. to establish purchase or otherwise acquire run, conduct and operate cold storage warehouses, dry storage ware

houses, bonded warehouses for the preservation, storage and treatment of merchandise, agricultural product ,

machinery , food products, farm products, furniture and all other articles whether manufactured or not, both of

foreign and indigenous production or manufacture to carry on the business of ice markers, ice dealers and

refrigerating store-keepers, makers, manufacturers, dealers of and in freezing and refrigerating agents, mixtures and

medicines of all descriptions both natural and artificial.

AMENDMENTS TO THE MOA OF OUR COMPANY SINCE INCORPORATION

Since incorporation, the following changes have been made to our Memorandum of Association

Date of Shareholder‟s

Approval Amendment

Not Available The authorised share capital of Rs. 10,00,000 consisting 10,000 Equity Shares of Rs.

100/- each was increased to Rs. 50,00,000 consisting of 50,000 Equity Shares of Rs.

100/- each.

March 26 , 2012

The authorised share capital of Rs. 50,00,000 consisting 50,000 Equity Shares of Rs.

100/- each was increased to Rs. 80,00,000 consisting of 80,000 Equity Shares of Rs.

100/- each.

September 26, 2015

Amendment of Memorandum of Association pursuant to Change of Name of Our

Company from Wadhwani Cold Storage & Ice Plant Private Limited to Farmico Cold

Storage & Ice Plant Private limited. A Certificate of Incorporation pursuant to change

of name was granted by RoC on October 13,2015

October 13, 2015

Amendment of Memorandum of Association pursuant to Change of Name of Our

Company Farmico Cold Storage & Ice Plant Private Limited to Farmico Cold Storage

Private Limited. A Certificate of Incorporation to have change was issued by RoC on

November

July 05, 2016

Sub-division of each Equity Share of the Company having face value of Rs. 100/-

each into 10 Equity Shares of face value of Rs. 10/- each with effect from July 05,

2016.

July 18, 2016

The authorised share capital of Rs. 80,00,000 consisting 8,00,000 Equity Shares of

Rs. 10/- each was increased to Rs. 4,50,00,000 consisting of 45,00,000 Equity Shares

of Rs. 10/- each.

October 20, 2016 Amendment Of Memorandum of Association upon Conversion of our Company from

a Private Limited Company to a Public Limited Company and the consequent change

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Date of Shareholder‟s

Approval Amendment

in name of our Company to Farmico Cold Storage Limited. A Certificate of

Incorporation issued

December 07, 2016

The authorised share capital of Rs. 4,50,00,000 consisting 45,00,000 Equity Shares of

Rs. 10/- each was increased to Rs. 5,00,00,000 consisting of 50,00,000 Equity Shares

of Rs. 10/- each.

HOLDING / SUBSIDIARY COMPANY OF OUR COMPANY

Our Company has no holding/ subsidiary company as on this date of filing of this Draft Prospectus.

CAPITAL RAISING ACTIVITIES THROUGH EQUITY OR DEBT

For details regarding our capital raising activities through equity and debt, refer to the section titled ―Capital

Structure‖ beginning on page 70 of this Draft Prospectus.

INJUNCTIONS OR RESTRAINING ORDERS

The Company is not operating under any injunction or restraining order.

MERGERS AND ACQUISITIONS IN THE HISTORY OF OUR COMPANY

Our Company has not merged/amalgamated itself nor has acquired any business/undertaking, since incorporation.

SHAREHOLDERS AGREEMENTS

Our Company has not entered into any shareholders agreement as on date of filing of this Draft Prospectus.

OTHER AGREEMENTS

Our Company has not entered into any agreements/arrangement except under normal course of business of the

Company, as on the date of filing of this Draft Prospectus.

STRATEGIC/ FINANCIAL PARTNERS

Our Company does not have any strategic/financial partner as on the date of filing of this Draft Prospectus.

DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS OR BANKS

There have been no defaults or rescheduling of borrowings with financial institutions or banks as on the date of this

Draft Prospectus.

CONVERSION OF LOANS INTO EQUITY SHARES

There have been no incident of conversion of loans availed from financial institutions and banks into Equity Shares as

on the date of this Draft Prospectus.

CHANGE IN ACTIVITIES OF OUR COMPANY IN THE LAST FIVE YEARS

There has been no change in the activities of our Company during the last five years.

STRIKES AND LOCKOUTS

There have been no strikes or lockouts in our Company since incorporation.

REVALUATION OF ASSETS

There has been revaluation of our assets in the year 2015-2016 but we have not issued any Equity Shares including

bonus shares by capitalizing any revaluation reserves.

TIME AND COST OVERRUNS IN SETTING UP PROJECTS

As on the date of this Draft Prospectus, there have been no time and cost overruns in any of the projects undertaken by

our Company.

NUMBER OF SHAREHOLDERS

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Our Company has 7 shareholders as on date of this Draft Prospectus.

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OUR MANAGEMENT

BOARD OF DIRECTORS

Under our Articles of Association our Company is required to have not less than 3 directors and not more than 15

directors, subject to the applicable provisions of the Companies Act. Our Company currently has 5 directors on our

Board.

The following table sets forth details regarding our Board of Directors as on the date of this Draft Prospectus:

Sr.

No.

Name, Age, Father‟s / Husband‟s Name,

Designation, Address, Occupation,

Nationality, Term and DIN

Date of

Appointment / Re-

appointment /

Change in

designation

Other Directorships

a. Name: Prakash Wadhwani

Age: 61 years

Father‟s Name: Late Uttamchand Wadhwani

Designation: Managing Director

Address: 96A, Farmland Ramdaspeth, Nagpur-

440010, Maharashtra, India.

Occupation: Business

Nationality: Indian

Term: 5 years with effect from November 24,

2016 and liable to retire by rotation

DIN: 00098070

November 24, 2016

Public Limited Company:

1. Farmico Commodities

Limited

Private Limited Company:

2. Farmico Cold Chain Private

Limited

3. Kunal Cold Storage Private

Limited

4. Wacot Retail Private Limited

5. Arome Cold Chain Private

Limited.

Limited Liability Partnership

Kianna Agro LLP

b. Name: Chandraprakash Wadhwani

Age: 34 years

Father‟s Name: Prakash Wadhwani

Designation: Chairman & Whole Time Director

Address: 96A, Farmland Ramdaspeth, Nagpur-

440010, Maharashtra, India.


Nationality: Indian

Term: 5 years with effect from March 24, 2017

and liable to retire by rotation

DIN: 00300084

March 24, 2017


1. Farmico Commodities

Limited


2. Farmico Cold Chain Private

Limited

3. Kunal Cold Storage Private

Limited


5. Arome Cold Chain Private

Limited.

Limited Liability Partnership

Kianna Agro LLP

c. Name: Geeta Wadhwani

Age: 58 years

Spouse Name: Manoharlal Bajaj

Designation: Non Executive Director

Address: 96, Farmland Ramdaspeth, Nagpur-

440010, Maharashtra India


Nationality: Indian

October 20, 2016


NIL

Private Limited Company: NIL

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Sr.

No.

Name, Age, Father‟s / Husband‟s Name,

Designation, Address, Occupation,

Nationality, Term and DIN

Date of

Appointment / Re-

appointment /

Change in

designation

Other Directorships

Term: October 20, 2016 to every Annual

General Meeting and subject to liable by

rotation]

DIN: 03608134

d. Name: Aleem Akolawala

Age: 36 years

Father‟s Name: Akolawala Fakhruddin

Designation: Independent Director

Address: 39,Central Avenue Nagpur 440018,

Maharashtra, India


Nationality: Indian


2016

DIN: 00560402

November 24, 2016

Public Limited Company: NIL

Private Limited Company: Afsa

Engineers Private Limited

e. Name: Aavesh Jhunjhunwala

Age: 35 years

Father‟s Name: Navalkishor Jhunjhunwala

Designation: Independent Director

Address: 174, Shri Niketan, Civil Lines, Nagpur,

Maharashtra, India


Nationality: Indian


2016

DIN: 06436526

November 24, 2016

Public Limited Company: NIL


1. Superior Buildcons Private

Limited

2. Equator Logistics Private

Limited

3. Nautical Warehousing

Private Limited

4. Parabola Warehousing

Private Limited

5. Sublime Warehousing

Private Limited

BRIEF BIOGRAPHIES OF OUR DIRECTORS

Prakash Wadhwani, Managing Director

Prakash Wadhwani, aged 61 years is the Promoter, Managing Director of our Company. He is our director since

incorporation. He has an experience of about more than 27 years in Cold storage industry.He looks after day to day

affairs of the Company.

Chandraprakash Wadhwani, Chairman & Whole Time Director

Chandraprakash Wadhwani, aged 34 years is the Promoter and Whole Time Director of our Company. He holds a

Master degree in Master of Arts from the University of Greenwich. He has an experience of about more than 15 years

in cold storage industry.

Geeta Wadhwani, Non Executive Director

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Geeta Wadhwani, aged 58 years is the Promoter and Non Executive Director of our Company. She has been appointed

as non executive director on October 20, 2016.

Aleem Akolawala, Independent Director

Aleem Fakhruddin, aged 36 years is appointed an Independent Director of our Company with effect from November

24, 2016. He also holds a degree in Bachelor of Commerce from Nagpur University. He has experience of around 16

years in the field of finance and commercial aspects.

Aavesh Jhunjhunwala, Independent Director

Aavesh Jhunjhunwala, aged 35 years is appointed an Independent Director of our Company with effect from

November 24, 2016. He is a diploma in automobile engineering.]

CONFIRMATIONS

As on the date of this Draft Prospectus:

1. Except as stated below; none of the Directors of the Company are related to each other as per section 2(77) of the

Companies Act, 2013:

Director Other Director Relation

Chandraprakash Wadhwani Prakash Wadhwani Father – Son

Prakash Wadhwani Geeta Wadhwani Husband – Wife

Geeta wadhwani Chandraprakash Wadhwani Mother – Son

2. There are no arrangements or understandings with major shareholders, customers, suppliers or any other entity,

pursuant to which any of the Directors or Key Managerial Personnel were selected as a Director or member of the

senior management.

3. The Directors of our Company have not entered into any service contracts with our Company which provide for

benefits upon termination of employment.

4. None of the above mentioned Directors are on the RBI List of willful defaulters.

5. Further, none of our Directors are or were directors of any company whose shares were (a) suspended from trading

by stock exchange(s) or (b) delisted from the stock exchanges during the term of their directorship in such

companies.

6. None of the Promoters, persons forming part of our Promoter Group, Directors or persons in control of our

Company, has been or is involved as a promoter, director or person in control of any other company, which is

debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory

authority.

REMUNERATION / COMPENSATION OF DIRECTORS

Except as mentioned below, no other current Directors have received remuneration during the last financial year ended

on March 31, 2017:

Name of Director Rs. in Lakhs

Prakash Wadhwani 2.80

Chandraprakesh Wadhwani 0.90

Terms and conditions of employment of our Directors

A. Prakash Wadhwani

Prakash Wadhwani has been designated as Managing Director of our Company with effect from November 24, 2016

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Currently his term of appointment as Managing Director was authorised vide shareholders resolution in Extraordinary

General Meeting held on November 24, 2016. His current term of appointment is as under:

Remuneration Rs. 30,000 thousand per month

Term of Appointment Five Years from date of appointment subject liable to retire by rotation.

B. Chandraprakash Wadhwani

Chandraprakash Wadhwani has been designated as Chairman & Whole Time Director of our Company with effect

from March 24, 2017.

Currently his term of appointment as Executive Director was authorised vide shareholders resolution in Extraordinary

General Meeting held on his current term of appointment is as under:

Remuneration Rs. 1.20 lakhs per year within the limits prescribed under schedule V of the

Companies Act, 2013.

Term of Appointment Five Years from date of appointment subject liable to retire by rotation.

Sitting Fees

Non-executive and Independent Directors of the Company may be paid sitting fees, commission and any other

amounts as may be decided by our Board in accordance with the provisions of the Articles of Association, the

Companies Act, 2013 and other applicable laws and regulations.

SHAREHOLDING OF OUR DIRECTORS IN OUR COMPANY

As per the Articles of Association of our Company, a Director is not required to hold any qualification shares. Except

as stated below no other directors have shareholding of our Company.

The following table details the shareholding of our Directors as on the date of this Draft Prospectus:

Sr.

No. Name of the Director

No. of Equity

Shares

% of Pre Issue Equity

Share Capital

% of Post Issue

Equity Share

Capital

1. Prakash Wadhwani 3,12,000 9.75% 7.09%

2. Chandraprakesh Wadhwani 3,12,000 9.75% 7.09%

3. Geeta Wadhwani 10,44,000 32.63% 23.73%

Total 16,68,000 52.13% 37.91%

INTERESTS OF DIRECTORS

Interest in promotion of our Company

Our Directors may be deemed to be interested in the promotion of the Company to the extent of the Equity Shares held

by them and also to the extent of any dividend payable to them and other scatterings in respect of the aforesaid Equity

Shares. For further details, refer to chapter titled ―Related Party Transactions‖ beginning on page 173 of this Draft

Prospectus.

Interest in the property of our Company

Our Directors do not have any other interest in any property acquired by our Company in a period of two years before

filing of this Draft Prospectus or proposed to be acquired by us as on date of filing the of this Draft Prospectus

Interest as member of our Company

As on date of this Draft Prospectus, our Directors together hold 16,68,000 Equity Shares in our Company i.e. 37.91%

of the pre Issue paid up Equity Share capital of our Company. Therefore, our Directors are interested to the extent of

their respective shareholding and the dividend declared, if any, by our Company.

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Interest as a creditor of our Company

As on the date of this Draft Prospectus, our Company has not availed any loans from the Directors of our Company.

However certain promoter group entities provide service to our company and also the registered office is taken on rent

from our director and thus they may be interested for any amount outstanding. For further details, refer to chapter titled

―Financial Indebtedness‖ and section titled ―Related Party Transactions‖ beginning on page 276 and 173 of this

Draft Prospectus.

Interest as Director of our Company

Except as stated in the chapters titled ―Our Management‖, ―Financial Statements as Restated‖ and ―Capital

Structure‖ beginning on pages 149, 175 and 70 of this Draft Prospectus our Directors, may deemed to be interested to

the extent of remuneration and / or reimbursement of expenses payable to them for services rendered to us in

accordance with the provisions of the Companies Act and in terms of agreements entered into with our Company, if

any and AoA of our Company.

Interest as Key Managerial Personnel of our Company

Prakash Wadhwani, Chairman and Managing Director of the Company, Chandraprakash Wadhwani, Chairman and

Whole Time director are the Key Managerial Personnel of the Company and may deemed to be interested to the extent

of remuneration, reimbursement of expenses payable to them for services rendered to us in accordance with the

provisions of the Companies Act and in terms of agreement entered into with our Company, if any and AoA of our

Company. For further details, please refer to chapters titled ―Our Management‖ and ―Related Party Transactions‖

beginning on page 149 and 173 respectively of this Draft Prospectus.

Interest in transactions involving acquisition of land

Our Directors are not currently interested in any transaction with our Company involving acquisition of land. Except

as stated / referred to in the heading titled ―Land and Property‖ in chapter titled ―Our Business‖ beginning on page

127 of the Draft Prospectus, our Directors have not entered into any contract, agreement or arrangements in relation to

acquisition of property, since incorporation in which the Directors are interested directly or indirectly and no payments

have been made to them in respect of these contracts, agreements or arrangements or are proposed to be made to them.

Other Indirect Interest

Except as stated in ―Financial Statements as Restated‖ beginning on page 175 of this Draft Prospectus, none of our

sundry debtors or beneficiaries of loans and advances are related to our Directors.

Interest in the Business of Our Company

Save and except as stated otherwise in ―Related Party Transactions‖ in the chapter titled ―Financial Statements as

Restated‖ beginning on page 175 of this Draft Prospectus, our Directors do not have any other interests in our

Company as on the date of this Draft Prospectus.

SHAREHOLDING OF DIRECTORS IN SUBSIDIARIES AND ASSOCIATE COMPANIES

Farmico Commodities Limited is our associate company.

The Shareholding of the Director in Farmico Commodities Limited is as follows:

Name of the Shareholder Number of shares held Shareholding percentage in the

Company

Prakash Wadhwani 4,38,300 9.59%

Geeta Wadhwani 5,80,0000 12.69%

Chandraprakash Wadhwani 4,41,700 9.66%

Total 14,60,000 31.94%

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CHANGES IN OUR BOARD OF DIRECTORS DURING THE LAST THREE YEARS

Following are the changes in directors of our Company in last three years prior to the date of this Draft Prospectus:

Name Date of event Nature of event Reason

Prakash Wadhwani November 24, 2016 Appointment Appointed as an Managing

Director

Chandraprakesh Wadhwani March 24, 2017 Appointment Appointed as a Chairman & Whole

Time Director

Suresh Wadhwani May 12, 2016 Appointment Resignation as Director

Geeta Wadhwani October 20, 2016 Appointment Appointed as a Non- Executive

Director

Balkrishna Bhartia November 24, 2016 Appointment Appointed as an Independent

Director

Aleem Akolawala November 24, 2016 Appointment Appointed as an Independent

Director

Aavesh Jhunjhunwala November 24, 2016 Appointment Appointed as an Independent

Director

Balkrishna Bhartia June 16, 2017 Resignation Resignation as Independent

Director

BORROWING POWERS OF THE BOARD

Pursuant to a special resolution passed at Extra-ordinary General Meeting of our Company on September 15, 2016,

consent of the members of our Company was accorded to the Board of Directors of our Company pursuant to Section

180(1)(c) of the Companies Act, 2013 to borrow any sum or sums of monies from time to time notwithstanding that

the money or monies already borrowed by the Company (apart from temporary loans obtained from the Company‘s

bankers in the ordinary course of the business) may exceed the aggregate of the paid up share capital of the Company

and its free reserves, that is to say, reserves not set apart for any specific purposes, provided that the total amount

which may be so borrowed by the Board of Directors and outstanding at any time (apart from temporary loans

obtained from the Company‘s bankers in the ordinary course of the business) shall not exceed Rs. 500 Crores (Rupees

Five hundred Crores Only) over and above the paid- up share capital and free reserves of the Company for the time

being.

CORPORATE GOVERNANCE

The provisions of the SEBI Listing Regulations will be applicable to our Company immediately upon the listing of our

Equity Shares with BSE.

The Board functions either as a full Board or through various committees constituted to oversee specific operational

areas.

Currently our Board has five directors

The following committees have been formed in compliance with the corporate governance norms:

A. Audit Committee

B. Stakeholders Relationship Committee

C. Nomination and Remuneration Committee

A) Audit Committee

Our Company has constituted an audit committee ("Audit Committee"), as per section 177 of the Companies Act,

2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; vide

resolution passed at the meeting of the Board of Directors held on November 25, 2016.

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The terms of reference of Audit Committee adheres to the requirements of Regulation 18 of the Listing

Agreement, proposed to be entered into with the Stock Exchange in due course. The committee presently

comprises the following three (3) directors:

Name of the Director Status Nature of Directorship

Aleem Akolawala Chairman Independent Director

Aavesh Jhunjhunwala Member Independent Director

Geeta Wadhwani Member Non Executive Director

The Company Secretary and Compliance Officer of the Company would act as the Secretary to the Audit

Committee.

The Audit Committee shall have following powers:

a. To investigate any activity within its terms of reference,

b. To seek information from any employee

c. To obtain outside legal or other professional advice, and

d. To secure attendance of outsiders with relevant expertise if it considers necessary.

The Audit Committee shall mandatorily review the following information:

Management discussion and analysis of financial condition and results of operations;

a. Statement of significant related party transactions (as defined by the audit committee), submitted by

management;

b. Management letters / letters of internal control weaknesses issued by the statutory auditors;

c. Internal audit reports relating to internal control weaknesses; and

d. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to

review by the Audit Committee.

e. statement of deviations:

i. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to

stock exchange(s) in terms of Regulation 32(1).

ii. annual statement of funds utilized for purposes other than those stated in the offer

document/prospectus/notice in terms of Regulation 32(7).

The recommendations of the Audit Committee on any matter relating to financial management, including the

audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the

Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the

same has to be communicated to the shareholders. The Chairman of the Audit committee has to attend the Annual

General Meetings of the Company to provide clarifications on matters relating to the audit.

The role of the Audit Committee not limited to but includes:

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure

that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of

the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors

4. Reviewing, with the management, the annual financial statements before submission to the board for approval,

with particular reference to:

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i. Matters required to be included in the Director's Responsibility Statement to be included in the Board's

report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions;

vii. Modified opinion(s) in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for

approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public

issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in

the offer document/Draft Prospectus/ Prospectus / notice and the report submitted by the monitoring agency

monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to

the Board to take up steps in this matter.

7. Review and monitor the auditor‘s independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal

control systems

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverage and

frequency of internal audit.

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the

matter to the board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as

post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,

shareholders (in case of non-payment of declared dividends) and creditors.

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards

against victimization of employees and directors who avail of the vigil mechanism and also provide for direct

access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of

the auditor and review of the financial statements before submission to the Board;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the

finance function or discharging that function) after assessing the qualifications, experience & background, etc.

of the candidate.

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21. To investigate any other matters referred to by the Board of Directors;

22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Meeting of Audit Committee and relevant Quorum

The audit committee shall meet at least four times in a year and not more than one hundred and twenty days shall

elapse between two meetings. The quorum shall be either two members or one third of the members of the Audit

Committee whichever is greater, but there shall be a minimum of two Independent Directors present.

B) Stakeholder‟s Relationship Committee

Our Company has constituted a shareholder / investors grievance committee ("Stakeholders Relationship Committee")

to redress complaints of the shareholders. The Stakeholders Relationship Committee was constituted vide resolution

passed at the meeting of the Board of Directors held on November 25, 2016.

The Stakeholder‘s Relationship Committee comprises the following Directors:


Aavesh Jhunjhunwala Chairman Independent Director

Aleem Akolawala Member Independent Director


The Company Secretary and Compliance Officer of the Company would act as the Secretary to the Stakeholder‘s

Relationship Committee.

The scope and function of the Stakeholder‘s Relationship Committee and its terms of reference shall include the

following:

Tenure: The Stakeholder‘s Relationship Committee shall continue to be in function as a committee of the Board until

otherwise resolved by the Board, to carry out the functions of the Stakeholder‘s Relationship Committee as approved

by the Board.

Meetings: The Stakeholder‘s RelationshipCommittee shall meet at least four times a year with maximum interval of

four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal

of complaints received from the shareholders of the Company. The quorum shall be two members present.

Role of the Stakeholder‟s Relationship Committee

The Committee shall consider and resolve grievances of security holders, including but not limited to:

1. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single

holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the

cages in the reverse for recording transfers have been fully utilized.

2. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.; and

3. Review the process and mechanism of redressal of Shareholders /Investors grievance and suggest measures of

improving the system of redressal of Shareholders /Investors grievances.

4. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants,

non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company

arising out in discharge of his duties.

5. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints

directly received and resolved them.

6. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention

of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition

of Insider Trading) Regulations, 2015 as amended from time to time.

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7. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of

resolution passed by it in a duly conducted Meeting,

8. Carrying out any other function contained in the equity listing agreements as and when amended from time to

time.

C) Nomination and Remuneration Committee

Our Company has constituted a Nomination and Remuneration Committee in accordance section 178 of Companies

Act 2013. The constitution of the Nomination and Remuneration Compensation committee was approved by a Meeting

of the Board of Directors held on November 25, 2016. The said committee is comprised as under:

The Nomination and Remuneration Committee comprises the following Directors:


Aleem Akolawala Chairman Independent Director

Aavesh Jhunjhunwala Member Independent Director


The Company Secretary and Compliance Officer of the Company would act as the Secretary to the Nomination and

Remuneration Committee.

The scope and function of the Committee and its terms of reference shall include the following :

Tenure: The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board

until otherwise resolved by the Board.

Meetings: The committee shall meet as and when the need arise for review of Managerial Remuneration. The quorum

for the meeting shall be one third of the total strength of the committee or two members, whichever is higher. Meeting

of the Nomination and Remuneration Committee shall be called by at least seven day‘s notice in advance.

Role of the Nomination and Remuneration Committee, not limited to but includes:

1. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and

recommend to the Board a policy relating to, the remuneration for directors, KMPs and other employees.

2. Identifying persons who are qualified to become directors and may be appointed in senior management in

accordance with the criteria laid down, and recommend to the Board of Directors their appointment and

removal

3. Formulation of criteria for evaluation of performance of independent directors and Board of Directors

4. Devising a policy on diversity of board of directors

5. Deciding on, whether to extend or continue the term of appointment of the independent director, on the basis

of the report of performance evaluation of independent directors.

6. Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive

Directors.

7. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and

evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

8. Decide the amount of Commission payable to the Whole time Directors.

9. Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the

performance of the Company, standards prevailing in the industry, statutory guidelines etc.

10. To formulate and administer the Employee Stock Option Scheme.

ORGANIZATIONAL STRUCTURE

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KEY MANAGERIAL PERSONNEL

Our Company is managed by our Board of Directors, assisted by qualified professionals, who are permanent

employees of our Company. Below are the details of the Key Managerial Personnel of our Company.

Prakash Wadhwani, Managing Director

Prakash Wadhwani, aged 61 years is the Promoter and Managing Director of our Company. He is our director since

incorporation. He has an experience of about more than 27 years in Cold storage industry.He looks after day to day

affairs of the Company.

Chandraprakash Wadhwani, Chairman & Whole time Director

Chandraprakash Wadhwani, aged 34 years is the Promoter, Chairman and Whole Time Director of our Company. He

holds a Master degree in Master of Arts from the University of Greenwich. He has an experience of about more than

15 years in cold storage industry.

Jyotica Bajaj, Chief Financial Officer

Jyotica Bajaj, aged 45 years is designated as Chief Financial Officer of our Company with effect from November 24,

2016. She holds a degree in Bachelor of Commerce (Financial Accounting and Auditing) from University of Bombay.

She looks after the finance operations of the Company.

Namrata Batavia, Company Secretary and Compliance Officer

Namrata Badavia, aged 28 years is Company Secretary and Compliance Officer of our Company with effect from

December 02, 2016. She is a Company Secretary by qualification and a member of Institute of Company Secretaries of

India.

RELATIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL

None of the key managerial personnel are ―related‖ to the each other within the meaning of Section 2(77) of the

Companies Act, 2013. All of Key Managerial Personnel are permanent employee of our Company.

RELATIONSHIPS OF DIRECTORS AND PROMOTERS WITH KEY MANAGERIAL PERSONNEL



(Chairman & Whole Time Director)

Prakash Wadhwani

(Managing Director)

Namrata Batavia

(Company Secretary & Compliance

Officer)

Jyotika Bajaj

(Chief Financial Officer)

Geeta Wadhwani

(Non- Executive Director)

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Except as disclosed below, none of the key managerial personnel are ―related‖ to the Promoter or Director of our

Company within the meaning of Section 2 (77) of the Companies Act, 2013:

Name of Director / Promoter Name of Key Managerial Personnel Relationship

Chadraprakash Wadhwani Prakash Wadhwani Father-Son

Geeta Wadhwani Prakash Wadhwani Husband- Wife

Vidhi Wadhwani Prakash Wadhwani Son‘s Wife

Geeta Wadhwani Chadraprakash Wadhwani Mother-Son

Vidhi Wadhwani Chadraprakash Wadhwani Husband- Wife

ARRANGEMENTS AND UNDERSTANDING WITH MAJOR SHAREHOLDERS

None of our Directors have been appointed on our Board pursuant to any arrangement with our major shareholders,

customers, suppliers or others.

SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL

Except as disclosed below, none of the Key Managerial Personnel hold any Equity Shares of our Company as on the

date of this Draft Prospectus.

Sr. No. Name of Shareholder No. of Shares held

1. Prakash Wadhwani 3,12,000

2. Chandraprakash Wadhwani 3,12,000

BONUS OR PROFIT SHARING PLAN OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL

There is no profit sharing plan for the Directors / Key Managerial Personnel. Our Company makes certain performance

linked bonus payment for each financial year to certain Directors / Key Managerial Personnel as per their terms of

employment.

CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO DIRECTORS / KEY MANAGERIAL

PERSONNEL

None of our Directors / Key Managerial Personnel has received or is entitled to any contingent or deferred

compensation.

LOANS TO KEY MANAGERIAL PERSONNEL

The Company has not given any loans and advances to the Key Managerial Personnel except as disclosed in Annexure

XXVIII - Related Party Transactions under chapter titled - ―Financial Statements as Restated‖ beginning on page 175

of this Draft Prospectus.

INTEREST OF KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of our Company have interest in our Company to the extent of the remuneration or

benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by

them during the ordinary course of business and to the extent of Equity Shares held by them in our Company, if any

and dividends payable thereon, if any.

Except as disclosed in this Draft Prospectus, none of our key managerial personnel have been paid any consideration

of any nature from our Company, other than their remuneration.

Except as stated in the heading titled ―Related Party Transactions‖ under the Section titled ―Financial Statements as

Restated‖ beginning on page 175 of this Draft Prospectus and described herein above, our key managerial personnel

do not have any other interest in the business of our Company.

CHANGES IN KEY MANAGERIAL PERSONNEL IN THE LAST THREE YEARS

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The changes in the Key Managerial Personnel in the last three years are as follows:

Name of Managerial

Personnel Designation Date of Event Reason

Prakash Wadhwani Managing director November 24,

2016

Appointment as Managing

director

Jyotica Bajaj Chief Financial Officer November 24,

2016

Appointment as Chief

Financial Officer

Namrata Batavia Company Secretary &

Compliance Officer

December 02,

2016

Appointment as Company

Secretary & Compliance

Officer

Chandraprakash

Wadhwani

Chairman & Wholetime

Director March 24, 2017

Appointment as Whole Time

Director

Other than the above changes, there have been no changes to the key managerial personnel of our Company that are

not in the normal course of employment.

ESOP / ESPS SCHEME TO EMPLOYEES

Presently, we do not have any ESOP / ESPS Scheme for employees.

PAYMENT OR BENEFIT TO OUR OFFICERS (NON SALARY RELATED)

Except as disclosed in the heading titled ―Related Party Transactions‖ in the chapter titled ―Financial Statements as

Re-stated‖ beginning on page 175 of this Draft Prospectus, no amount or benefit has been paid or given within the

three preceding years or is intended to be paid or given to any of our officers except the normal remuneration for

services rendered as officers or employees.

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OUR PROMOTER AND PROMOTER GROUP

Our Company is promoted by Prakash Wadhwani, Chandraprakash Wadhwani, Geeta Wadhwani and Vidhi

Wadhwani. As on date of this Draft Prospectus, our promoter holds, in aggregate 24,24,000 Equity Shares

representing 75.75 % of the pre-issue paid up Capital of our Company.

Brief profile of our Promoter is as under:

Prakash Wadhwani, Promoter & Managing Director

Prakash Wadhwani, aged 61 years is the Promoter and Managing

Director of our Company. He is our director since incorporation. He

has an experience of about more than 27 years in Cold storage

industry.He looks after day to day affairs of the Company.

Passport No: L1804426

Driving License: Not Available

Voters ID: Not Available

Address: 96 A, Farmland Ramdaspeth, Nagpur-440010, Maharashtra,

India.

Firms and Ventures promoted: Prakash Wadhwani HUF, Kunal

Cold Storage Limited, Rajesh Spices, Wacot Retail Private limited , Vidhabha Cold Storage, Suresh Exports, Wadhwani Impex

Chandraprakash Wadhwani, Promoter, Chairman and Whole

Time Director

Chandraprakash Wadhwani, aged 34 years is the Promoter, Chairman

and Whole Time Director of our Company. He holds is a Master of

Arts from the University of Greenwich. He has an experience of about

more than 15 years in cold storage industry.

Passport No: Z3106730

Driving License: MH31 20030282685


Address: 96 A, Farmland Ramdaspeth, Nagpur- 440010,

Maharashtra, India.

Firms and Ventures promoted: Chandraprakash Wadhwani, M/s

Om Trading, Kunal Cold Storage Limited, Rajesh Spices Private

Limited, Wacot Retail Private Limited, Farmico Cold Chain Private

Limited, Gourment International, Rajesh Spices, Vidarbha Cold

Storage and Wadhwani Impex

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Geeta Wadhwani, Promoter and Non Executive Director

Geeta Wadhwani, aged 58 years is the Promoter and Non Executive

Director of our Company. She has been appointed as non executive

director on October 20, 2016.




Address: 76, Farmland Ramdaspeth, Nagpur- 440010, Maharashtra,

India.

Firms and Ventures promoted: Kunal Cold Storage Limited,

Farmico Commodities Limited and Rajesh Spices Private Limited

Vidhi Wadhwani, Promoter

Vidhi Wadhwani, aged 33 years is the Promoter of our Company.




Address: 96, Farmland Ramdaspeth, Nagpur- 440010, Maharashtra,

India

Firms and Ventures promoted: Viah Lifestyle, Farmico Cold Chain

Private Limited and Farmico Commodities Limited

DECLARATION

Our Company confirms that the permanent account number, bank account number and passport number of our

Promoter shall be submitted to the Stock Exchange at the time of filing of this Draft Prospectus with it.

INTEREST OF PROMOTER

Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent of

their shareholding and the dividend receivable, if any and other distributions in respect of the Equity Shares held by

them. For details regarding shareholding of our promoters in our Company, please refer ―Capital Structure‖ on page


Our Promoters may also be deem to be interested in our Company to the extent of their shareholding/ interest in

ventures promoted by them with which our Company transacts during the course of its operations.

Our Promoters are Directors of our Company and may be deemed to be interested to the extent of remuneration and/

or reimbursement of expenses payable to them for services rendered to us in accordance with the provisions of the

Companies Act and in terms of the agreements entered into with our company, if any and AoA of our Company. For

details please see ―Our Management‖, ‗Financial Statements‖ and ―Capital Structure‖ beginning on pages 149, 175

and 70 respectively of this Draft Prospectus.

Our Promoters do not have any other interest in any property acquired or proposed to be acquired by our Company in

a period of two years before filing of this Draft Prospectus or in any transaction by our Company for acquisition of

land, construction of building or supply of machinery.

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Except as stated in this section and ―Related Party Transactions‖ and ―Our Management‖ on page 173 and 149 of

this Draft Prospectus respectively, there has been no payment of benefits to our Promoters or Promoter Group during

the two years preceding the filing of this Draft Prospectus nor is there any intention to pay or give any benefit to our

Promoters or Promoter Group.

COMMON PURSUITS

Our Group Company, Arome Cold Chain Private Limited, Farmico Cold Chain Private Limited and Kunal Cold

Storage Private Limited is authorized to carry similar activities as that of our business.

For further details please refer to chapter titled ―Risk Factors‖ on page 18 of this Draft Prospectus.

We shall adopt the necessary procedures and practices as permitted by law to address any conflicting situations, as and

when they may arise.

RELATED PARTY TRANSACTIONS

For the transactions with our Promoters, Promoter Group and Group Companies, please refer to chapter titled ―Related

Party Transactions‖ on page 173 of this Draft Prospectus.

Except as stated in ―Related Party Transactions‖ beginning on page 173 of this Draft Prospectus, and as stated

therein, our Promoter or any of the Promoter Group Entities do not have any other interest in our business.

PAYMENT OR BENEFITS TO PROMOTERS

Except as stated otherwise in the chapter titled ―Related Party Transactions‖ on page 173 of this Draft Prospectus,

there have been no payments or benefits to the Promoters during the two years prior to filing of this Draft Prospectus.

OUR PROMOTER GROUP

Our Promoter Group in terms of Regulation 2(1) (zb) of the SEBI (ICDR) Regulations is as under:

A. Natural Persons who are part of the Promoter Group:

Relationship

with Promoters

Prakash

Wadhwani

Chandraprakash

Wadhwani

Geeta

Wadhwani

Vidhi

Wadhwani

Father Late Uttamchand

Wadhwani Prakash Wadhwani Manoharlal Bajaj Rakesh Sharma

Mother Late Parmeshwari

Wadhwani Geeta Wadhwani Kaushalya Bajaj Sangeeta Sharma

Brother Rajesh Wadhwani

- - Vidhan Sharma Suresh Wadhwani

Sister(s)

Maya Chhabriya Sneha Ahirkar

Varsha Lund - Shakuntala Totlani

Shradha Dua Sarla Rawlani

Kanchan Nagpal

Spouse Geeta Wadhwani Vidhi Wadhwani Prakash Wadhwani Chandraprakash

Wadhwani

Son(s) Chandraprakash

Wadhwani -

Chandraprakash

Wadhwani -

Daughter(s) Sneha Ahirkar Kianna Wadhwani Sneha Ahirkar Kianna Wadhwani

Shradha Dua Zeva Wadhwani Shradha Dua Zeva Wadhwani

Spouse 's Father Late Manoharlal Bajaj Rakesh Sharma Late Uttamchand

Wadhwani Prakash Wadhwani

Spouse 's Mother Kaushalya Bajaj Sangeeta Sharma Late Parmeshwari

Wadhwani Geeta Wadhwani

Spouse 's

Brother(s) - Vidhan Sharma

Rajesh Wadhwani -

Suresh Wadhwani

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Relationship

with Promoters

Prakash

Wadhwani

Chandraprakash

Wadhwani

Geeta

Wadhwani

Vidhi

Wadhwani

Spouse 's Sister(s) Varsha Lund -

Maya Chhabriya Sneha Ahirkar

Shakuntala Totlani

Shradha Dua Sarla Rawlani

Kanchan Nagpal

*In context of the abovementioned persons, our Promoters vide letter dated February 20, 2017 has submitted that

information related to the business/ financial interest held by the said relatives is not accessible for the purpose of

disclosure in the Draft Prospectus/ Prospectus. Therefore the disclosures made in the Draft Prospectus are limited to

the extent of information that has been made available by our Promoter in relation to Promoter Group.

Disassociation by Promoters from some of their immediate relatives:

Prakash Wadhwani

The below mentioned persons are ‗immediate‘ relatives of our Promoter, Prakash Wadhwani but, as such, do not form

part of the ‗Promoter‘ Group of the Company. Moreover, the aforesaid relatives do not own shareholding in our

Company and are also not involved in the business of our Company. Further our Promoter vide letter dated February

20, 2017 has submitted that information related to business/financial interest held by the said relatives is not accessible

for the purpose of disclosure in the Draft Prospectus/Prospectus. Therefore, the disclosures made in this Draft

Prospectus are limited to the extent of information that has been made available by our Promoter in relation to

Promoter Group.

Relationship with Promoter Name of relative

Brother Rajesh Wadhwani

Suresh Wadhwani

Sister(s)

Maya Chhabriya

Shakuntala Totlani

Sarla Rawlani

Kanchan Nagpal

Daughter(s) Sneha Ahirkar

Shradha Dua

Spouse‘s Mother Kaushalya Bajaj

Spouse 's Sister(s) Varsha Lund


The below mentioned persons are ‗immediate‘ relatives of our Promoter, Chandraprakash Wadhwani but, as such, do

not form part of the ‗Promoter‘ Group of the Company. Moreover, the aforesaid relatives do not own shareholding in

our Company and are also not involved in the business of our Company. Further our Promoter vide letter dated

February 20, 2017 has submitted that information related to business/financial interest held by the said relatives is not

accessible for the purpose of disclosure in the Draft Prospectus/Prospectus. Therefore, the disclosures made in this

Draft Prospectus are limited to the extent of information that has been made available by our Promoter in relation to

Promoter Group.


Sister Sneha Ahirkar

Shradha Dua

Spouse‘s Father Rakesh Sharma

Spouse‘s Mother Sangeeta Sharma

Spouse‘s Brother Vidhan Sharma

Geeta Wadhwani

The below mentioned persons are ‗immediate‘ relatives of our Promoter, Geeta Wadhwani but, as such, do not form


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Promoter Group.


Mother Kaushalya Bajaj

Sister Varsha Lund

Daughter Sneha Ahirkar

Shradha Dua

Spouse‘s Brother(s) Rajesh Wadhwani

Suresh Wadhwani

Spouse 's Sister(s)

Maya Chhabriya

Shakuntala Totlani

Sarla Rawlani

Kanchan Nagpal

Vidhi Wadhwani

The below mentioned persons are ‗immediate‘ relatives of our Promoter, Vidhi Wadhwani but, as such, do not form






Promoter Group.


Father Rakesh Sharma

Mother Sangeeta Sharma

Brother Vidhan Sharma

Spouse 's Sister(s) Sneha Ahirkar

Shradha Dua

b. Corporates and Entities forming part of our Promoter Group:

1. Farmico Cold Chain Private Limited

2. Farmico Commodities Limited

1. Gourment International

2. Hemraj Uttamchand HUF

3. Kianna Agro LLP

4. Kunal Cold Storage Private Limited

5. M/S Om Trading

6. Rajesh Spices

7. Rajesh Spices Private Limited

8. Suresh Exports

9. Vidarbha Cold Storage


11. Wadhwani Impex

12. Arome Cold Chain Private Limited

13. Prakash Wadhwani HUF

14. Chandraprakash Wadhwani HUF

15. Viah Lifestyle

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DISASSOCIATION BY THE PROMOTER IN THE LAST THREE YEAR

Our Promoters have not disassociated themselves from any of the companies, firms or other entities during the last three

years preceding the date of this Draft Prospectus except Excellent Betelnut Products Private Limited as disclosed in the

Chapter titled ―Our Promoter and Promoter Group‖ on page 162 of this Draft Prospectus

CHANGES IN THE MANAGEMENT AND CONTROL OF OUR COMPANY

There has been no change in the management or control of our Company in the last three years.

LITIGATION INVOLVING OUR PROMOTER

For details of legal and regulatory proceedings involving our Promoters, refer to the chapter titled ―Outstanding

Litigation and Material Developments‖ on page 277 of this Draft Prospectus.

CONFIRMATIONS

Our Company, our Promoters and their relatives (as defined under the Companies Act, 2013) are not Wilful Defaulters

and there are no violations of securities laws committed by our Promoter in the past and no proceedings for violation

of securities laws are pending against them.

Our Promoters are not interested as a member of a firm or company, and no sum has been paid or agreed to be paid to

our Promoters or to such firm or company in cash or otherwise by any person for services rendered by our Promoters

or by such firm or company in connection with the promotion or formation of our Company.

Our Promoters and members of the Promoter Group have not been prohibited from accessing or operating in capital

markets under any order or direction passed by SEBI or any other regulatory or governmental authority.

Our Promoters are not and have never been a promoter, director or person in control of any other company which is

prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other

regulatory or governmental authority.

Except as disclosed in ―Related Party Transactions on page 173 of this Draft Prospectus, our Promoters are not related

to any of the sundry debtors or are not beneficiaries of Loans and Advances given by/to our Company.

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OUR GROUP COMPANIES

In accordance with the provisions of the SEBI (ICDR) Regulations, for the purpose of identification of ―Group

Companies‖, our Company has considered companies as covered under the applicable accounting standards, i.e.

Accounting Standard 18 issued by the Institute of Chartered Accountant of India and such other companies as

considered material by our Board. Pursuant to a resolution dated February 28, 2017 our Board vide a policy of

materiality has resolved that except as mentioned in the list of related parties prepared in accordance with Accounting

Standard 18 no other Company is material in nature.

No equity shares of our Group Companies are listed on any stock exchange and none of them have made any public or

rights issue of securities in the preceding three years.

OUR GROUP COMPANIES

1. Arome Cold Chain Private Limited

Our Company was originally incorporated as Farmico Green Power Private Limited on September 16, 2015 under the

provisions of Companies Act, 2013. The name of the Company was changed to Arome Cold Chain Private Limited

vide a Certificate of Incorporation pursuant to name change issued by RoC dated March 05, 2016.

The Company has its registered office at 44 B Sai Villa, Panchamatiya Apts Farmland, Canal Road, Ramdaspeth,

Nagpur- 440010, Maharashtra, India. The company is engaged in carrying on business as keepers of cold storages. The

Corporate Identification Number is U74900MH2015PTC268489. The paid up capital of the Company is Rs. 1.00

lakhs.

Board of Directors

Name of the Directors

Prakash Wadhwani


Financial Information

The audited financial statements of the company for the last Financial Year is as follows:

(Rs. In Lakhs except NAV)

Particulars 2015-16

Paid Up Capital 1.00

Reserves & Surplus -

NAV (in Rs.) 10

Nature and extent of interest of Promoters

Our Promoter Prakash Wadhwani holds 5,000 Equity Shares constituting to 50% of total paid up share capital and

Chandraprakash Wadhwani holds 5,000 Equity Shares constituting to 50% of total number of equity shares of Arome

Cold Chain Private Limited.

Arome Cold Chain Private Limited has applied for strike off under FTE Scheme under section 248 of the Companies

Act, 2013

2. Farmico Commodities Limited

The Company was originally incorporated as Wadhwani Commodities Trading Private Limited on January 05, 2006

under the provisions of Companies Act, 1956. The name of the Company was changed to Farmico Commodities

Private Limited vide a Certificate of Incorporation pursuant to change of name dated November 16, 2015 issued by the

Registrar of Companies, Mumbai, Maharashtra. Subsequently the company was converted into a public limited

company pursuant to special resolution passed by the members in extraordinary general meeting held on October 17,

2016 and the name of our Company was changed to Farmico Commodities Limited vide a Certificate of Incorporation

consequent upon conversion to public limited Company, dated November 10, 2016, issued by Registrar of Companies,

Mumbai, Maharashtra

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The Company has its registered office at Off No.1006, 10th Floor, Hubtown Solaris, N.S Phadke Road, Saiwadi,

Andheri(E), Near Gokhle Fly Over Mumbai- 400069, Maharashtra, India. The company is engaged in import export of

various types of commodities which includes dry fruits, spices, vegetables and fruits etc. The Corporate Identification

Number is U05012MH2006PLC158648. The paid up capital of the Company as per records of Registrar of

Companies is Rs. 457.09 lakhs.

Board of Directors


Prakash Wadhwani


Vidhi Chandraprakash

Harsh Katra

Ronak Mehta

Omprakash Agarwal

Harish Prabhudas Kamdar

Nikhilesh Thakar


The audited financial statements of the company for the last three Financial Years are as follows:

(Rs. In Lakhs except Earning per share EPS and NAV)

Particulars 2015-16 2014-15 2013-2014

Paid Up Capital 457.09 457.09 157.00

Reserves & Surplus 787.87 727.96 198.08

Sales and other income 9,274.78 10,261.53 4,795.09

Profit / loss after tax 59.91 114.02 32.79

EPS (Rs.) 1.31 2.49 0.72

NAV (in Rs.) 27.24 25.90 22.58


Our Promoter Prakash Wadhwani holds 1,96,700 Equity Shares constituting to 4.30% of total paid up share capital,

Chandraprakash Wadhwani holds 1,95,000 Equity Shares constituting to 4.27% of total paid up capital, Vidhi

Wadhwani holds 1,90,000 Equity Shares constituting to 4.16% of total paid up share capital and Geeta Wadhwani

holds 1,95,000 Equity Shares constituting to 4.27% of total paid up share capital of Farmico Commodities Limited.

Our Company holds 19,72,394 Equity Shares constituting to 43.15% of total paid up share capital of Farmico

Commodities Limited.

3. Farmico Cold Chain Private Limited

Our Company was originally incorporated as Parmeshwari Wadhwani Cold Storage Private Limited on January 09,

1998 under the provisions of Companies Act, 1956. The name of the Company was changed to Wadhwani

PArmeshwari Cold Storage Private Limited on July 20, 1999. The name of the Company was further changed to

Farmico Cold Chain Private Limited vide a fresh Certificate of Incorporation dated October 28, 2015 issued by the

Registrar of Companies, Mumbai, Maharashtra.

The Company has its registered office at Off No.1006, 10th Floor, Hubtown Solaris, N.S Phadke Road, Saiwadi,

Andheri(E), Near Gokhle Fly Over Mumbai- 400069, Maharashtra, India. The company is engaged in carrying on

business as keepers of cold storages. The Corporate Identification Number is U63023MH1998PTC112881. The paid

up capital of the Company as per records of Registrar of Companies is Rs. 120.00 lakhs.

Board of Directors

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Prakash Wadhwani





Particulars 2015-16 2014-15 2013-2014

Paid Up Capital 120.00 120.00 120.00


NAV (in Rs.) 35.05 30.33 24.65


Our Promoter Prakash Wadhwani holds 1,10,300 Equity Shares constituting to 9.19% of total paid up share capital,

Chandraprakash Wadhwani holds 1,10,100 Equity Shares constituting to 9.18%of total paid up share capital, Vidhi

Wadhwani holds 1,10,000 Equity Shares constituting to 9.17% of total paid up share capital and Geeta Wadhwani

holds 1,10,000 Equity Shares constituting to 9.16% of total paid up share capital of Farmico Cold Chain Private

Limited.

Our Company holds 1,18,000 Equity Shares constituting to 9.83% of total paid up share capital of Farmico Cold

Chain Private Limited.

4. Kunal Cold Storage Private Limited

Kunal Cold Storage Private Limited is a private Company incorporated on September 17, 2001 under the provisions of

Companies Act, 1956. The Company has its registered office at Off No.1006, 10th Floor, Hubtown Solaris, N.S

Phadke Road, Saiwadi, Andheri(E), Near Gokhle Fly Over Mumbai- 400069, Maharashtra, India. The company is

engaged in carrying on business as keepers of cold storages. The Corporate Identification Number is

U45201MH2001PTC133385. The paid up capital of the Company as per records of Registrar of Companies is Rs.

5.00 lakhs.

Board of Directors


Prakash Wadhwani





Particulars 2015-16 2014-15 2013-2014

Paid Up Capital 5.00 5.00 5.00


NAV (in Rs.) 111.20 100.44 99.52


Our Promoter Prakash Wadhwani holds 4,900 Equity Shares constituting to 9.80% of total paid up share capital,

Chandraprakash Wadhwani holds 4,100 Equity Shares constituting to 8.20% of total paid up share capital, Geeta

Wadhwani holds 4,100 Equity Shares constituting to 8.20%of total paid up share capital and of Kunal Cold Storage

Private Limited.


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Wacot Retail Private Limited is a private Company incorporated on April 02, 2008 under the provisions of Companies

Act, 1956. The Company has its registered office at Saop No. O3, Marble Arch, Central Avenue Road, Santa Cruze

(West), Mumbai- 400054, Maharashtra, India. The company is engaged in import export of various types of

commodities which includes dry fruits, spices, vegetables and fruits etc. The Corporate Identification Number is

U51909MH2008PTC180750. The paid up capital of the Company is Rs. 1.55 lakhs.

Board of Directors


Prakash Wadhwani


Chander Gorawal

Jeeten Gorawal

Sunil Gorawal



(Rs. In Lakhs except Earning per share)

Particulars 2015-16 2014-15 2013-2014

Paid Up Capital 2.00 1.00 1.00


NAV (in Rs.) *302.81 301.71 143.73

*The Company has unpaid capital of Rs. 45000 consisting of 4500 Equity shares of Rs. 10 each and the same has been

included while calculating NAV.


Our Promoter Prakash Wadhwani holds 4000 Equity Shares constituting to 20.00% of total paid up share capital,

Chandraprakash Wadhwani holds 6500 Equity Shares constituting to 32.50% of total paid up share capital of Wacot

Retail Private Limited.

CONFIRMATION

None of the securities of our Group Companies are listed on any stock exchange and none of our Group Companies

have made any public or rights issue of securities in the preceding three years.

Our Group Company has not been declared as wilful defaulters by the RBI or any other governmental authority and

there are no violations of securities laws committed by them in the past and no proceedings pertaining to such

penalties are pending against them.

Our Group Companies have become not been declared sick companies under the SICA. Additionally, Group Company

has not been restrained from accessing the capital markets for any reasons by SEBI or any other authorities.

LITIGATION

For details on litigations and disputes pending against the Promoters and Group Companies and defaults made by

them, please refer to the chapter titled‚ ―Outstanding Litigations and Material Developments‖ on page 277 of this

Draft Prospectus.

DISSOCIATION BY THE PROMOTERS IN THE LAST THREE YEARS

Our Promoters have not disassociated themselves from any of the companies, firms or other entities during the last

three years preceding the date of this Draft Prospectus except Excellent Betelnut Products Private Limited as disclosed

in the Chapter titled ―Our Promoter and Promoter Group‖ on page 162 of this Draft Prospectus.

NEGATIVE NET WORTH

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Our Group Companies do not have negative net worth as on the date of this Draft Prospectus.

DEFUNCT / STRUCK-OFF COMPANY

None of our Group Companies has become defunct or struck – off in the five years preceding the filing of this Draft

Prospectus.

INTEREST OF OUR PROMOTERS AND GROUP COMPANIES

In the promotion of our Company

None of our Group Companies have any interest in the promotion or any business interest or other interest in our

Company. However, our Group Company Kunal Cold Storage Private Limited and Farmico Cold Chain Private

Limited are interested to the extent of their shareholding in our Company. For details in this regard, kindly refer to

the Chapter titled ―Capital Structure‖ beginning on page 70 of this Draft Red Herring Prospectus.

In the properties acquired or proposed to be acquired by our Company in the past two years before filing this

Draft Red Herring Prospectus

None of our Group Companies have any interest in the properties acquired or proposed to be acquired by our

Company in the two years preceding the date of filing of this Draft Red Herring Prospectus or proposed to be

acquired by it. However, the registered office of our Company is taken on rent from Farmico Commodities Private

Limited.

In transactions involving acquisition of land, construction of building and supply of machinery.

None of our Group Companies is interested in any transactions involving acquisition of land, construction of building

or supply of machinery.

COMMON PURSUITS

Except Arome Cold Chain Private Limited, Farmico Cold Chain Private Limited and Kunal Cold Storage Private

Limited which is authorized to carry similar activities as those conducted by our Company none of our group company

has common pursuits with our company and also these companies do not have any non–compete agreements in place

amongst themselves, there is a conflict of interest between our Company and Group Company.

SALES / PURCHASES BETWEEN OUR COMPANY AND GROUP COMPANIES

Other than as disclosed in the chapter titled ―Related Party Transactions‖ on page 173 of this Draft Prospectus, there

are no sales / purchases between the Company and the Group Companies

PAYMENT OR BENEFIT TO OUR GROUP COMPANIES

Except as stated in chapter titled ―Related Party Transactions‖ beginning on page 173 of this Draft Prospectus, there

has been no payment of benefits to our Group Companies in financial years ended December 31, 2016, March 31,

2016, March 31, 2015, March 31, 2014, March 31, 2013, and March 31, 2012 nor is any benefit proposed to be paid to

them.

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RELATED PARTY TRANSACTIONS

For details on Related Party Transactions of our Company, please refer to the annexure XXVIII- Related Party

Transactions ‚ ―Financial Statements as Restated‖ beginning on page 175 of this Draft Prospectus.

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DIVIDEND POLICY

Under the Companies Act, 2013, an Indian company pays dividends upon a recommendation by its Board of Directors

and approval by a majority of the shareholders. Under the Companies Act, 2013 dividends may be paid out of profits

of a company in the year in which the dividend is declared or out of the undistributed profits or reserves of the

previous years or out of both.

Our Company does not have a formal dividend policy. Any dividends to be declared shall be recommended by the

Board of Directors depending upon the financial condition, results of operations, capital requirements and surplus,

contractual obligations and restrictions, the terms of the credit facilities and other financing arrangements of our

Company at the time a dividend is considered, and other relevant factors and approved by the Equity Shareholders at

their discretion. Our Company has not paid any dividend for the last three years.

Dividends are payable within 30 days of approval by the Equity Shareholders at the annual general meeting of our

Company. When dividends are declared, all the Equity Shareholders whose names appear in the register of members

of our Company as on the ―record date‖ are entitled to be paid the dividend declared by our Company. Any Equity

Shareholder who ceases to be an Equity Shareholder prior to the record date, or who becomes an Equity Shareholder

after the record date, will not be entitled to the dividend declared by Our Company.

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SECTION V – FINANCIAL STATEMENTS

FINANCIAL STATEMENTS AS RE-STATED

Independent Auditor‟s Report for the Standalone Restated Financial Statements of

FARMICO COLD STORAGE LIMITED

The Board of Directors


Office No.1006, 10th Floor,

HubtownSolaris , N.S Phadake Road,

Saiwadi, Near Gokhle Fly Over, Andheri (E)

Mumbai

Dear Sirs,

1. We CPM & Associates., have examined the attached Restated Standalone Statement of Assets

and Liabilities of Farmico Cold Storage Limited (the Company)as at, December 31, 2016, March 31,

2016, March 31, 2015, March 31, 2014, March 31, 2013, and as at March 31, 2012, and the related

Restated Statement of Profit & Loss and Restated Statement of Cash Flow for the financial period/year

ended on, December 31, 2016, March 31, 2016, March 31, 2015, March 31, 2014, March 31, 2013, and

upto March 31, 2012, (collectively the ‖Restated Summary Statements‖ or ―Restated Financial

Statements‖). These Restated Summary Statements have been prepared by the Company and approved

by the Board of Directors of the Company in connection with the Initial Public Offering (IPO) on SME

Platform of Bombay Stock Exchange Limited (BSE).

2. These Restated Summary Statements have been prepared in accordance with the requirements of:

(i) Part I of Chapter III to the Companies Act, 2013(―Act‖);

(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations 2009 (―ICDR Regulations”) issued by the Securities and Exchange Board of India (―SEBI”)

in pursuance to Section 11 of the Securities and Exchange Board of India Act, 1992 and related

amendments / clarifications from time to time;

(iii) The terms of reference to our engagements with the Company letter dated 16 March 2017

requesting us to carry out the assignment, in connection with the Draft Prospectus/ Prospectus being

issued by the Company for its proposed Initial Public Offering of equity shares on SME Platform of BSE

(―IPO‖ or ―SME IPO‖); and

(iv) The Guidance Note on Reports in Company Prospectus (Revised) issued by the Institute of Chartered

Accountants of India (―Guidance Note‖).

3. The Restated Summary Statements of the Company have been extracted by the management from

the Audited Financial Statements of the Company for the financial period/year ended on December 31

,2016, March 31, 2016, March 31, 2015, March 31, 2014, March 31, 2013 and upto March 31, 2012

which have been approved by the Board of Directors.

4. In accordance with the requirements of Part I of Chapter III of Act, ICDR Regulations, Guidance

Note and Engagement Letter, we report that:

(i) The ―Restated Standalone Statement of Assets and Liabilities‖ as set out in Annexure I to this

report, of the Company as at December 31 ,2016, March 31, 2016, March 31, 2015, March 31, 2014,

March 31, 2013 and as at March 31, 2012are prepared by the Company and approved by the Board of

Directors. These Statement of Assets and Liabilities, as restated have been arrived at after making such

adjustments and regroupings to the individual financial statements of the Company, as in our opinion

were appropriate and more fully described in Significant Accounting Policies and Notes to the Restated

Summary Statements as set out in Annexure IV and Annexure V to this Report.

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(ii) The ―Restated Standalone Statement of Profit and Loss‖ as set out in Annexure II to this report,

of the Company for the financial period/year ended on December 31, 2016, March 31, 2016, March 31,

2015, March 31, 2014, March 31, 2013, and upto March 31, 2012 are prepared by the Company and

approved by the Board of Directors. These Statement of Profit and Loss, as restated have been arrived at

after making such adjustments and regroupings to the individual financial statements of the Company, as

in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to

the Restated Summary Statements as set out in Annexure IV and Annexure V to this Report.

(iii) The ‖Restated Standalone Statement of Cash Flow‖ as set out in Annexure III to this report, of the

Company for the financial period/year ended on December 31, 2016 , March 31, 2016, March 31, 2015,

March 31, 2014, March 31, 2013, and up to March 31, 2012 are prepared by the Company and approved

by the Board of Directors. These Statement of Cash Flow, as restated have been arrived at after making

such adjustments and regroupings to the individual financial statements of the Company, as in our opinion

were appropriate and more fully described in Significant Accounting Policies and Notes to Restated


5. Based on the above, we are of the opinion that the Restated Standalone Financial Statements have

been made after incorporating:

a) Adjustments for the changes in accounting policies retrospectively in respective financial years/period

to reflect the same accounting treatment as per the changed accounting policy for all reporting periods.

b) Adjustments for prior period and other material amounts in the respective financial years/period to

which they relate and there are no qualifications which require adjustments.

c) There are no extraordinary items that need to be disclosed separately in the accounts and qualifications

requiring adjustments.

d) There were no qualifications in the Audit Reports issued by the Statutory Auditors for the

financial period/year ended on December 31, 2016, March 31, 2016, March 31, 2015, March 31, 2014,

March 31, 2013 and upto March 31, 2012 which would require adjustments in this Restated Standalone

Financial Statements of the Company.

e) These Profits and Losses have been arrived at after charging all expenses including depreciation and

after making such adjustments/restatements and regroupings as in our opinion are appropriate and are to

be read in accordance with the Significant Accounting Polices and Notes to Restated Summary

Statements as set out in Annexure IV and Annexure V to this report.

6. Audit for the financial year ended ,March 31, 2016, March 31, 2015, March 31, 2014, March 31,

2013, March 31, 2012 was conducted by Demble Ramani & Co. Chartered Accountants, and for the

period from April 01, 2016 to December 31, 2016 by us and accordingly reliance has been placed on the

financial information examined by other auditors for the said years. The financial report included for these

years is based solely on the report submitted by them.

7. We have also examined the following other financial information relating to the Company

prepared by the Management and as approved by the Board of Directors of the Company and annexed to

this report relating to the Company for the financial period/year ended on December 31, 2016,March 31,

2016, March 31, 2015, March 31, 2014, March 31, 2013, and upto March 31, 2012 proposed to be

included in the Draft Prospectus/Prospectus (―Offer Document‖).

Annexure of Restated Financial Statements of the Company:

1. Significant Accounting Policies as restated in ANNEXURE IV;

2. Notes to accounts as restated in ANNEXURE V;

3. Details of Share Capital as Restated as appearing in ANNEXURE VI to this report;

4. Details of Reserves and Surplus as Restated as appearing in ANNEXURE VII to this report;

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5. Details of Long Term Borrowings as Restated as appearing in ANNEXURE VIII to this report;

6. Details of Deferred Tax Liabilities (Net) as Restated as appearing in ANNEXURE IX to this report;

7. Details of Long Term Provisions as Restated as appearing in ANNEXURE X to this report;

8. Details of Short Term Borrowings as Restated as appearing in ANNEXURE XI to this report;

9. Details of Other Current Liabilities as Restated as appearing in ANNEXURE XII to this report;

10. Details of Short Term Provisions as Restated as appearing in ANNEXURE XIII to this report;

11. Details of Property , Plant and Equipment as Restated as appearing in ANNEXURE XIV to this

report;

12. Details of Non-Current Investments as Restated as appearing in ANNEXURE XV to this report;

13. Details of Long Term Loans & Advances as Restated as appearing in ANNEXURE XVI to this report;

14. Details of Trade Receivables as Restated enclosed as ANNEXURE XVII to this report;

15. Details of Cash and Bank Balances as Restated enclosed as ANNEXURE XVIII to this report;

16. Details of Short Term Loans & Advances as Restated as appearing in ANNEXURE XIX to this

report;

17. Details of Other Current Assets as Restated as appearing in ANNEXURE XX to this report;

18. Details of Revenue from operations as Restated as appearing in ANNEXURE XXI to this report;

19. Details of Other Income as Restated as appearing in ANNEXURE XXII to this report;

20. Details of Employee Benefit Expenses as Restated as appearing in ANNEXURE XXIII to this report

21. Details of Finance Cost as Restated as appearing in ANNEXURE XXIV to this report

22. Details of Other Expenses as Restated as appearing in ANNEXURE XXV to this report

23. Capitalization Statement as Restated as at 31 December, 2016 as appearing in ANNEXURE XXVI

to this report;

24. Statement of Tax Shelters as appearing in ANNEXURE XXVII to this report;

25. Details of Related Parties Transactions as Restated as appearing in ANNEXURE XXVIII to this

report;

26. Details of Significant Accounting Ratios as Restated as appearing in ANNEXURE XXIX to this

report

27. Reconciliation of Restated Profit as appearing in ANNEXURE XXX to this report.

8. We, CPM &Associate., have been subjected to the peer review process of the Institute of Chartered

Accountants of India (―ICAI‖) and hold a valid peer review certificate issued by the ―Peer Review

Board‖ of the ICAI.

9. The preparation and presentation of the Financial Statements referred to above are based on the Audited

financial statements of the Company and are in accordance with the provisions of the Act and ICDR

Regulations. The Financial Statements and information referred to above is the responsibility of the

management of the Company.

10. The report should not in any way be construed as a reissuance or redating of any of the previous audit

reports issued by any other Firm of Chartered Accountants nor should this report be construed as a new

opinion on any of the financial statements referred to therein.

11. We have no responsibility to update our report for events and circumstances occurring after the date of

the report.

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12. In our opinion, the above financial information contained in Annexure I to XXX of this report read with

the respective Significant Accounting Polices and Notes to Restated Summary Statements as set out in

Annexure IV and Annexure V are prepared after making adjustments and regrouping as considered

appropriate and have been prepared in accordance with the Act, ICDR Regulations, Engagement Letter

and Guidance Note.

13. Our report is intended solely for use of the management and for inclusion in the Offer Document in

connection with the SME IPO. Our report should not be used, referred to or adjusted for any other

purpose except with our consent in writing.

Date: For, CPM & Associates.

Place: Nagpur Chartered Accountants

Firm Registration No.: 114923W

Name: Chandra P. Maheshwari

Designation: Partner

Membership No.: 036082

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RESTATED STANDALONE STATEMENT OF ASSETS AND LIABILITIES

ANNEXURE I

(Rs. In Lakhs)

Particulars Note

No.

As at 31st

December

2016

As At 31st

March

2016

As At 31st

March

2015

As At 31st

March

2014

As At 31st

March

2013

As At 31st

March

2012

I. EQUITY AND

LIABILITIES


(a) Share capital 1 320.00 80.00 80.00 80.00 80.00 80.00

(b) Reserves and surplus 2 21.29 208.46 154.18 128.93 109.72 91.65

Sub-total 341.29 288.46 234.18 208.93 189.72 171.65

2 Noncurrent liabilities

(a) Long term borrowings 3 1,083.67 1,112.86 1,149.25 761.62 87.38 140.40

(b) Deferred tax liabilities

(Net) 4

4.49 1.09 - 0.23 0.74 1.16

(c) Long term Provisions 5 5.79 5.57 4.57 3.95 4.27 3.17

(d) Other Long term

Liabilities

Sub-total 1,093.95 1,119.52 1,153.82 765.80 92.39 144.73


(a) Short term borrowings 6 69.16 18.00 78.37 35.79 842.97 738.91

(b) Trade payables

(c)

Other current

liabilities

7 216.52 220.96 225.48 54.54 24.48 23.86

(d) Short term provisions 8 17.40 10.85 11.28 7.75 8.43 3.52

Sub-total 303.08 249.81 315.13 98.08 875.88 766.30

TOTAL(1+2+3) 1,738.32 1,657.79 1,703.13 1,072.80 1,157.99 1,082.67

II. ASSETS

1 Noncurrent assets

(a) Fixed assets 9

(i) Tangible assets

648.18 645.62 610.29 563.32 549.73 521.24

Less: Accumulated

Depreciation 394.69 385.15 374.66 340.59 318.22 297.43

Net Block

253.49 260.47 235.62 222.72 231.52 223.81

(b)

Non Current

Investments 10 585.63 585.63 585.63 - - -

(c) Deferred Tax Asset - - 3.33 - - -

(d) Long term loans and

advances

11 6.60 8.27 117.02 767.03 820.14 768.50

(d) Other Non Current

Assets

Sub- total 845.72 854.37 941.60 989.75 1,051.66 992.31

2 Current assets

(a) Current Investments

(b) Inventories

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(c) Trade receivables

12 76.75 64.74 59.11 69.56 8.11 57.58

(d)

Cash and Bank

Balances

13 32.72 15.06 4.09 3.55 5.36 3.95

(e)

Short term loans and

advances

14 775.67 723.20 697.70 9.25 92.86 28.83

(f) Other Current Assets 15 7.45 0.41 0.64 0.69

Sub- total 892.60 803.42 761.53 83.05 106.33 90.37

TOTAL(1+2) 1,738.32 1,657.79 1,703.13 1,072.80 1,157.99 1,082.67






of 414

RESTATED STANDALONE STATEMENT OF PROFIT & LOSS

ANNEXURE II

(Rs. In Lakhs)

Particulars Note

No.

For the period

ended

31 December

2016


March

2016

March

2015

March

2014

March

2013

March

2012

INCOME

I. Revenue from operations 16 263.61 284.20 251.39 265.99 255.39 201.27

II. Other income 17 26.59 70.68 48.61 7.18

III. Total Revenue (I + II) 290.20 354.88 300.01 273.16 255.39 201.27

IV. EXPENSES:

Cost of materials consumed

& purchase of stock in

trade -

Purchase of stock in trade -



progress and Stock In

Trade -

Employee benefits

Expenses 18 21.83 23.71 19.02 18.29 18.36 19.13

Finance costs 19 131.45 170.57 121.30 145.36 129.71 123.39

Depreciation and

amortization Expenses 9.54 10.48 31.79 22.38 20.79 18.30

Other Expenses 20 49.73 70.38 86.57 58.90 59.43 27.90

Total Expenses 212.54 275.14 258.68 244.93 228.29 188.72

V. Profit before tax 77.66 79.73 41.33 28.24 27.10 12.55


VIII Tax Expenses:

(1) Current tax 21.42 21.04 17.36 9.54 9.44 3.76

(2) Deferred tax 4 3.40 4.42 (3.56) (0.51) (0.42) 1.16

IX Profit (Loss) for the

period/Year (XI + XIV) 52.84 54.28 27.53 19.20 18.08 7.63


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RESTATED STANDALONE STATEMENT OF CASH FLOWS

ANNEXUREIII

(Rs. In Lakhs)

Sr.

No. Particulars

As at 31st

December

2016


March

2016

March

2015

March

2014

March

2013

March

2012

A.


Activities

Restated Net profit Before Tax

and Extraordinary Items 77.66 79.73 41.33 28.24 27.10 12.55

Adjustments for :

Depreciation & Amortisation

Expenses. 9.54 10.48 31.79 22.38 20.79 18.30

Interest Income (26.59) (70.68) (48.61) (7.18)

Finance Cost 129.06 168.17 115.28 127.89 126.72 119.60

Previous year Tax Expenses

0.78



Changes in Working Capital

Trade receivable (12.01) (5.63) 10.45 (61.45) 49.47 (44.66)

Short term Loans and advances

receivable (52.47) (23.77) (688.44) 83.61 (64.03) 64.01


Trade Payables

(5.88)

Other Current Liabilities (4.44) (4.52) 170.94 30.06 0.61 22.39


Net Cash Flow from Operation 110.73 144.96 (372.25) 221.99 159.80 188.80


Net Cash Flow from Operating

Activities (A) 98.83 132.55 (381.05) 212.63 156.13 185.35

B.


Activities

Purchase of Fixed Assets (Net) (2.56) (37.07) (73.97) (13.58) (28.49) (128.69)

Interest Income 26.59 70.68 48.61 7.18

(Increase)/Decrease in Investment

(585.63)

(Increase)/Decrease in Loans &

Advances 1.67 108.74 650.02 53.11 (51.64) (44.02)

Net Cash Flow from Investing

Activities (B) 25.70 142.35 39.03 46.70 (80.13) (172.71)

C.

Cash Flow From Financing

Activities

Proceeds From Issue of shares

capital 30.00

Short Term Borrowings 51.16 (60.37) 42.58 (807.18) 104.06 (58.50)

(Increase)\Decrease in Long

Term Borrowings (29.19) (36.39) 387.63 674.23 (53.02) 138.64

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Increase in Long Term Provisions 0.22 1.00 0.62 (0.31) 1.10

Interest Paid (129.06) (168.17) (115.28) (127.89) (126.72) (119.60)


27.00

Net Cash Flow from Financing

Activities (C) (106.87) (263.93) 342.55 (261.14) (74.58) (9.47)

D.



(A+B+C)

17.66 10.97 0.54 (1.81) 1.41 3.17

E.

Opening Cash & Cash

Equivalents 15.06 4.09 3.55 5.36 3.95 0.78

F.

Cash and cash equivalents at

the end of the period 32.72 15.06 4.09 3.55 5.36 3.95

G.

Cash And Cash Equivalents

Comprise :

Cash 9.12 1.33 1.19 0.92 5.36 3.02

Bank Balance :

Current Account 23.60 13.72 2.90 2.63

0.93

Deposit Account

Total 32.72 15.06 4.09 3.55 5.36 3.95

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ANNEXURE IV - SIGNIFICANT ACCOUNTING POLICIES & NOTES TO ACCOUNTS AS RESTATED

(A) Corporate Information:

The Company was incorporated as Farmico Cold storage limited as on 19.09.1989, under the provisions of

the Companies Act, 1956 with an objective of providing cold storage facility to farmers/traders and also

provide finance to the farmers/traders against goods stored in the cold storage. The main activity of the

company is storage of agriculture produce.

(B) Basis of Preparation:

The Restated Summary Statements of Assets and Liabilities of the Company as at December 31, 2016,

March 31, 2016, March 31, 2015, March 31, 2014, March 31, 2013 and March 31, 2012 and the related

Restated Summary Statements of Profits and Losses and Cash Flows Statement as at December 31, 2016

,March 31, 2016, March 31, 2015, March 31, 2014, March 31, 2013 and March 31, 2012 (herein collectively

referred to as ―Restated Standalone Summary Statements) have been complied by management from the

financial statements of the company for the period ended on December 31, 2016, March 31, 2016, March

31, 2015, March 31, 2014, March 31, 2013 and March 31, 2012. The Restated financial statements of the

company have been prepared in accordance with the Generally Accepted Accounting Principles in India

(Indian GAAP), Accounting Standards issued by the Institute of Chartered Accountants of India, as

applicable, and the relevant provisions of the Companies Act, 1956 (which are deemed to be applicable as

per section 133 of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014) and

other accounting principles generally accepted in India. The Standalone restated financial statements have

been prepared under the historical cost convention on an accrual basis. The accounting policies have been

consistently applied by the company and are consistent with those used for the purpose of preparation of

financial statements for the period ended on December 31, 2016 , March 31, 2016, March 31, 2015, March

31, 2014, March 31, 2013 and March 31, 2012. Restated Standalone Summary Statements have been

prepared specifically for inclusion in the offer document to be filled by the company with the Securities and

Exchange Board of India (SEBI) in connection with its proposed Initial Public Offering. Restated Standalone

Summary Statements of assets and liabilities, Statement of profits and losses and Statement of cash flows

have been prepared to comply in all material respect with the requirements of Sub clause (i), (ii) and (iii) of

clause (b) of Sub Section (1) of Section 26 of Chapter III of the Companies Act, 2013 read with rules 4 of

Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Securities and Exchange Board of

India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the SEBI Guidelines) issued by

SEBI on August 26,2009 as amended from time to time.

(a) Use of Estimates:

The preparation of financial statements in conformity with Indian GAAP requires management to make

judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent liabilities on the date of financial statements and the reported amounts of revenue and

Expenses during the reported period. Although these estimates are based on management‗s best knowledge

of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes

requiring a material adjustment to the Carrying amounts of Assets or Liabilities in future periods.

(b) Property Plant and Equipment

Property Plant and Equipment are stated at cost, net of accumulated depreciation and accumulated

impairment losses if any. The cost comprises purchase price, borrowing costs if capitalization criteria are met

and directly attributable cost of bringing the asset to its working condition for the intended use and initial

estimate of decommissioning restoring and similar liabilities. Any trade discounts and rebates are deducted

in arriving at the purchase price

Such cost includes the cost of replacing part of the plant and equipment. When significant parts of plant and

equipment are required to be replaced at intervals, the company depreciates them separately based on their

specific useful lives likewise, when a major inspection is performed its cost is recognized in the carrying

amount of plant and equipment as a replacement if the recognition criteria is satisfied. All other repair and

maintenance costs are recognized in the statement of profit or loss as incurred.

of 414

Gains or losses arising from derecognition of property plant and equipment are measured as a difference

between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement

of profit and loss when the asset is derecognized.

(d) Revenue Recognition:

Revenue is recognized when it is earned and no significant uncertainty exists as to its realization or

collection. Revenue from sale of service is recognized on provision of the service, when all significant

contractual obligations have been satisfied, the property in the goods is transferred for price, significant risk

and rewards of ownership are transferred to the customers and no effective ownership is retained. Sales

comprises sale of goods and services, net of trade discounts and include exchange differences arising on

sales transactions

.

(D) Foreign Currency Transactions:

Foreign currency transactions are recorded at the exchange rates prevailing on the date of the transaction.

Monetary foreign currency assets and liabilities are translated into Rupees at the exchange rate prevailing at

the Balance Sheet Date. All exchange differences are dealt with in Profit and Loss Account.

(E) Investments:

Investments, which are readily realizable and intended to be for not more than one year from the date on

which such investments are made, are classified as current investments. All other investments are classified

as long term investments.

On initial recognition, all investments are measured at cost. The cost comprises price and directly attributable

acquisition charges such as brokerage, fees and duties. Current investments are carried in the financial

statements at lower of cost and fair value determined on an individual investment basis. Long term

investments are carried at cost. However, provision for diminution in value is made to recognize a decline

other than temporary in the value of Investments. On disposal of investment, the difference between its

carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss.

(F) Employee Benefits: Retirement benefit in the form of provident fund is a defined contribution scheme. The contribution to the

provident fund is charged to the statement of profit and loss for the year when an employee renders the

related services. The company has no obligations, other than the contribution payable to the provident fund

& ESIC. The company operates defined benefit plan for its employees viz, Gratuity. The cost of providing

benefits under this plan is determined on the basis of actuarial valuation of its report dated April 28, 2017.

Actuarial valuation is carried at using the projected unit credit actuarial method. Actuarial gain and loss for

defined benefit plan is recognized in full in the period in which they occur in the statement of profit and loss.

(G) Taxation:

Tax expenses comprises of current and deferred tax. Current income tax is measured at the amount expenses

to be paid to the Tax Authorities in accordance with the Income Tax Act‗1961 enacted or substantively

enacted at the reporting date. Deferred Tax Assets or Deferred Tax Liability is recognized on timing

difference being the difference between taxable incomes and accounting income. Deferred Tax Assets or

Differed Tax Liability is measured using the tax rates and tax laws that have been enacted or substantively

enacted at the Balance Sheet date. Deferred Tax Assets arising from timing differences are recognized to the

extent there is a reasonable certainty that the assets can be realized in future

.

(H) Borrowing Cost:

Borrowing Cost includes interest and amortization of ancillary costs incurred in connection with the

arrangement of borrowings. Borrowing costs directly attributable to the acquisition, construction or

production of an asset that necessarily takes a substantial period of time to get ready for its intended use or

sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the

period they occur.

of 414

(I) Provisions and Contingent Liabilities:

A provision is recognized when the company has a present obligation as a result of past event; it is probable

that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate

can be made. Provisions are not discounted to its present value and are determined based on best estimate

required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and

adjusted to reflect the current best estimates. Contingent Liabilities are not recognized but are disclosed in

the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

(J) Earnings per share:

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity

shareholders by the weighted average number of equity shares outstanding during the period.

ANNEXURE V - NOTES TO ACCOUNTS (NON ADJUSTING ITEMS)

Audit Qualifications included in the Annexure to the auditor‘s report issued under companies order 2016,2015 and

2003 ( as amended ), respectively which do not required any adjustment in the Restated Standalone financial

statements for the Period/year ended December 31, 2016, March 31, 2016, March 31, 2015, March 31, 2014,

March 31, 2013 and March 31, 2012 which do not require any corrective adjustments in Restated Standalone

Summary Statements.

MARCH 2016

Clause3(iii)

The company has granted unsecured loans to a company covered in the register maintained under section 189 of

Companies Act, 2013. The amount outstanding at the end of the year is Rs 3.20 Crores to Farmico Commodities

Ltd and Rs 3.00 Lakhs Kunal Cold Storage Pvt Ltd.

a) As per the opinion of auditors the rate of interest and other terms and condition for such loans are not

prima facie prejudicial to the interest of company.

b) As per the explanation and information given by the management there were no specific terms and

conditions for repayment of principle and interest thereon.

MARCH 2015

Clause3(iii)

The company has granted unsecured loans to a company covered in the register maintained under section 189 of

companies act 2013. The amount involved in the transaction is Rs. 1.3 Crores and the number of parties was one&

the amount outstanding at the year end is Rs. 1.3 Crores.

MARCH 2014

Clause3(iii)

c) The company has taken unsecured loan from companies, firms and other parties covered in the register

maintained under section 301 of the companies act 1956 the amount outstanding on loans taken from such parties

on balance sheet date was Rs 39.24 Lakhs and the number of parties involved are 5.

d) As per the opinion of auditors the rate of interest and other terms and condition for such loans are not


e) The loans taken are repayable on demand and no default on the part of the company on repayment of

loans to such parties.

f) There was no overdue amount of loan taken by the company, firm or other parties listed in the register

maintained in the u/s 301 of companies act 1956 as amended now as companies act 2013.

g) The company has granted unsecured loans to parties covered in the register 301of companies act 1956,

the amount involved is Rs 2.23 Lakhs and number of parties involved were 2.

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MARCH 2013

Clause3(iii)

a) The company has taken unsecured loan from companies, firms and other parties covered in the register


on balance sheet date was Rs 5.53 Crores and number of parties involved were five .

b) As per the opinion of auditors the rate of interest and other terms and condition for such loans are not


c) The loans taken are repayable on demand and no default on the part of the company on repayment of


d) There was no overdue amount of loan taken by the company, firm or other parties listed in the register


e) The company has granted unsecured loans to parties covered in the register 301 of companies act 1956,

the amount involved is Rs 2.24 Crores.

MARCH 2012

Clause3(iii)

a) The company has taken unsecured loan from companies, firms and other parties covered in the register


on balance sheet date was Rs 92.98 Lakhs and number of parties involved were six .

b) As per the opinion of auditors the rate of interest and other terms and condition for such loans are not


c) The loans taken are repayable on demand and no default on the part of the company on repayment of


d) There was no overdue amount of loan taken by the company, firm or other parties listed in the register


e) The company has granted unsecured loans to parties covered in the register 301 of companies act 1956,

the amount involved is Rs 31.48 Lakhs.

of 414

NOTE 1

SHARE CAPITAL AS RESTATED

ANNEXURE VI

(Rs. In Lakhs)

Share

Capital

As at 31st

December

2016#

As at 31st

March 2016

As at 31st

March 2015

As at 31st

March 2014

As at 31st

March 2013

As at 31st

March 2012

Number

of

shares

Amt.

Numbe

r of

shares

Amt

.

Numb

er of

shares

Amt.

Numb

er of

shares

Amt.

Numbe

r of

shares

Amt.

Numbe

r of

shares

Amt.

Authorized

Share

Capital

Equity Shares 45.00 450.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00

Issued Share

Capital

Equity Shares 32.00 320.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00

Subscribed

& Paid up

Share

Capital

Equity Shares

of Rs.100

each fully

paid up

0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00

Equity Shares

of Rs.10 each

fully paid up

32.00 320.00

Total 32.00 320.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00

RECONCILIATION OF NUMBER OF SHARES

(Rs. In Lakhs)

Particulars

As at 31st

December

2016#

As at 31st

March 2016

As at 31st

March 2015

As at 31st

March 2014

As at 31st

March 2013

As at 31st

March 2012

Number

of

shares

Amt.

Num

ber

of

share

s

Amt.

Num

ber

of

share

s

Amt.

Numb

er of

shares

Amt.

Numbe

r of

shares

Amt.

Numbe

r of

shares

Amt.

Shares

outstanding at

the beginning

of the

year/Period

8.00 80.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00 0.50 50.00

Shares Issued

during the

year /Period

24.00 240.00

0.30 30.00

Shares bought

back during

the

year/Period

Shares

outstanding at 32.00 320.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00

of 414

the end of the

year/Period

Details of Shares held by shareholders holding more than 5% of the aggregate shares in the co. (Fig. in

Lakhs)

Name of

Shareholder

As at 31st

December

2016#

As at 31st

March 2016

As at 31st

March 2015

As at 31st

March 2014

As at 31

March 2013

As at 31

March 2012

No.

of

Shar

es

% of

Holding

No.

of

Sha

res

% of

Holdi

ng

No.

of

Shar

es

% of

Hold

ing

No.

of

Shar

es

% of

Hold

ing

No. of

Share

s

% of

Holdi

ng

No. of

Share

s

% of

Holdi

ng

Chandrapraka

sh P

Wadhwani

3.12 9.75% 0.08 9.75% 0.08 9.75% 0.08 9.75% 0.08 9.75% 0.08 9.75%

Ku.NatasaS.

Wadhwani 0.07 8.75% 0.07 8.75% 0.07 8.75% 0.07 8.75%

0.00%

Ku.SnehaP

.Wadhwani 0.04

5.00

% 0.04 5.00% 0.04 5.00% 0.04 5.00% 0.04 5.00%

Prakash U.

Wadhwani

HUF

2.92 9.13% 0.07 9.13% 0.07 9.13% 0.07 9.13% 0.07 9.13% 0.07 9.13%

Prakash

U.Wadhwani 3.12 9.75% 0.08 9.75% 0.08 9.75% 0.08 9.75% 0.08 9.75% 0.08 9.75%

Rajesh

U.Wadhwani 0.08 9.38%

Rajesh

U.Wadhwani

HUF

0.05 5.63%

Smt.Geeta P

Wadhwani 10.44 32.63% 0.08 9.38% 0.08 9.38% 0.08 9.38% 0.08 9.38% 0.08 9.38%

Smt.Kanchan

S.Wadhwani 0.08 9.50% 0.08 9.50%

0.08 9.38%

Smt. Vidhi C

Wadhwani 7.56 23.63% 0.08 9.38% 0.08 9.38% 0.08 9.38% 0.08 9.38% 0.08 9.38%

Suresh

U.Wadhwani 0.08 9.50% 0.08 9.50%

0.08 9.75%

Suresh

U.Wadhwani

HUF

0.08 9.75%

Farmico Cold

Chain Private

Limited

1.76 5.50% 0.04 5.50% 0.04 5.50% 0.04 5.50% 0.04 5.50%

0.00%

Kunal Cold

Storage Pvt

Ltd

3.08 9.63% 0.08 9.63% 0.08 9.63% 0.08 9.63% 0.08 9.63%

0.00%

#

1. Face value of Equity shares Rs. 100 Each till FY 2015-16 and from Stub Period Rs. 10 Each. Each holder of

Equity shares was entitled to one Vote per share.

2. Shares Spilt in the ratio 1 : 10 as on 05.07.2016. Bonus Shares were issued on 17.10.2017 in the ratio of 3:1

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NOTE:2

ANNEXUREVI I

RESERVE AND SURPLUS AS RESTATED (Rs. In Lakhs)

Particulars

As at 31st

December

2016

As at 31st

March

2016

As at 31st

March

2015

As at 31st

March

2014

As at 31st

March

2013

As at 31st

March

2012

A. Surplus

Opening balance 208.46 154.18 128.93 109.72 91.65 83.23

(+) Interest on Income Tax FY

1011 0.19

(+) Earlier Period Tax

Provision Adjustment 1.22

(+) Net Profit/(Net Loss) For

the current period /year 52.84 54.28 27.53 19.20 18.08 7.63

(-) TDS Refund FY 2008-09

written off 0.42

(-) Income Tax Expenses FY

1011 Adjusted 0.21

(-) Transfer for Issue of Bonus

Shares 240.00

(-) Adjustment in F.A as per

Companies Act,2013 2.28

Closing Balance 21.29 208.46 154.18 128.93 109.72 91.65

Total 21.29 208.46 154.18 128.93 109.72 91.65

NOTE 3

LONG TERM BORROWINGS AS RESTATED

ANNEXUREVIII

(Rs. In Lakhs)

Particulars

As at 31st

December

2016

As at 31st

March

2016

As at 31st

March

2015

As at 31st

March

2014

As at 31st

March

2013

As at 31st

March

2012

SECURED

(a) Term loans

From Bank & Financial

Institutions

Term Loan 1,077.31 1,103.25 1,134.25 720.67 31.05 43.59

Vehicle Loan 6.36 8.42

Subtotal (I) 1,083.67 1,111.67 1,134.25 720.67 31.05 43.59

UNSECURED

(a) Loans from related parties 1.19 20.95 28.84 28.81

(b) Others 15.00 20.00 27.50 68.00

Subtotal (II) 1.19 15.00 40.95 56.34 96.81

Total (I+II) 1,083.67 1,112.86 1,149.25 761.62 87.38 140.40

3. In the Liquidation of the company, the holders of Equity Shares shall be entitled to receive any of the remaining

assets of the Company, after distribution of all preferential amounts. The amount distributed will be in proportion to

the number of equity shares by the shareholders.

of 414

TERMS AND CONDITION OF LONG TERM LOANS

Sr

No. Lender

Nature of

facility Purpose

Amount

outstanding

as at 31st

December

2016

Rate of

Interest

(%)

Repayment

Terms Security/ Principle Terms & Conditions

1 Capital First

Ltd.

Term Loan

6.17 cr

Term Loan

7.15cr

Capital

Capital

591.44

682.88

12.50%

12.50%

180 Months

180 Months

1) Exclusive charge in favour of the Lender by way of Property

Proposed for Mortgage at Agriculture Produce Market Committee,

Kalamna Market Yard, NMC House No. 1328/B/1, Ward No. 22,

Mouza Chakhali (Deo), Nagpur, Maharashtra

2 H.D.F.C

Auto Loan

12.70

Lakhs

Vehicle

Loan 10.21 9.75% 48 Months Secured against Hypothecation of Car

of 414

NOTE 4

DEFERRED TAX LIABILITIES (NET) AS RESTATED

ANNEXURE IX

(Rs. In Lakhs)

Particulars

As at 31st

December

2016

As at 31st

March

2016

As at 31st

March

2015

As at 31st

March

2014

As at 31st

March

2013

As at 31st

March

2012

Opening Balance of DTL 1.09 (3.33) 0.23 0.74 1.16

Provision for the Year/Period 3.40 4.42 (3.56) (0.51) (0.42) 1.16

Closing Balance of DTL 4.49 1.09 (3.33) 0.23 0.74 1.16

NOTE 5

LONG TERM PROVISIONS

ANNEXURE X

(Rs. In Lakhs)

Particulars

As at 31st

December

2016

As at 31st

March

2016

As at 31st

March

2015

As at 31st

March

2014

As at 31st

March

2013

As at 31st

March

2012

Provision for employee benefits 5.79 5.57 4.57 3.95 4.27 3.17

Total 5.79 5.57 4.57 3.95 4.27 3.17

NOTE 6

ANNEXURE XI

SHORT TERM BORROWINGS AS RESTATED

(Rs. In Lakhs)

Particulars

As at 31st

December

2016

As at 31st

March 2016

As at 31st

March 2015

As at 31st

March 2014

As at 31st

March 2013

As at 31st

March 2012

Secured

Working

Capital Loans

from Bank &

Financial

Institutions

707.85 669.50

Unsecured

Related Party 69.16 3.00 75.87 18.29 78.12 64.17

Others

15.00 2.50 17.50 57.00 5.25

Total 69.16 18.00 78.37 35.79 842.97 738.91

of 414

NOTE 7

OTHER CURRENT LIABILITIES AS RESTATED

ANNEXURE XII

(Rs. In Lakhs)

Particulars As at 31

st

December 2016

As at 31st

March 2016

As at 31st

March 2015

As at 31st

March 2014

As at 31st

March 2013

As at 31st

March 2012

Current maturities of Long Term Debt 200.85 200.85 214.99 49.89 12.55 20.75

(i.e. Term Liability classified as current)

Statutory Remittance 9.86 12.43 4.03 0.10 0.31 0.25

Advances from debtors 2.54 1.02 0.66 0.19 0.02

Creditors other than for goods 0.84

3.09 1.88 7.24 1.38

Expenses payable 0.57 5.07 1.00 0.92 0.86 0.58

Employee benefit Payable 1.86 1.58 1.70 1.56 1.34 0.91

Book Overdraft

2.17

Total 216.52 220.96 225.48 54.54 24.48 23.86

of 414

Note 8

SHORT TERM PROVISIONS AS RESTATED

ANNEXUREXIII

(Rs. In Lakhs)

Particulars

As at 31st

December

2016

As at 31st

March 2016

As at 31st

March 2015

As at 31st

March 2014

As at 31st

March 2013

As at 31st

March 2012

Provision For

(i) Income Tax 17.40 10.85 11.28 7.75 8.43 3.52

Total 17.40 10.85 11.28 7.75 8.43 3.52

ANNEXURE XIV

NOTE 9

PROPERTY , PLANT AND EQUIPMENT AS RESTATED (Rs. In Lakhs)

Particulars Land Building Plant and

Machinery

Furniture

& Fixture

Motor

Car Computer

Vehicl

es

Office

Equipments

Electrific

ations Total

Gross Block

As at April 01, 2011 43.30 183.67 138.58

2.77

1.49 52.33 422.13

Additions/(Deletion) 13.08 19.74 35.20

1.15

1.83 28.12 99.11

As at March 31, 2012 56.38 203.40 173.78

3.92

3.32 80.44 521.24

As at April 01, 2012 56.38 203.40 173.78

3.92

3.32 80.44 521.24

Additions/(Deletion)

6.43 11.82

0.32

0.39 9.52 28.49

As at March 31, 2013 56.38 209.84 185.60

4.24

3.71 89.96 549.73

As at April 01, 2013 56.38 209.84 185.60

4.24

3.71 89.96 549.73


1.05 11.63

0.03

0.88 13.58

As at March 31, 2014 56.38 210.88 197.22

4.27

3.71 90.84 563.32

As at April 01, 2014 56.38 210.88 197.22

4.27

3.71 90.84 563.32


37.57 1.83 1.15

1.37

5.05 46.97

As at March 31, 2015 56.38 248.45 199.06 1.15

5.64

3.71 95.89 610.29

As at April 01, 2015 56.38 248.45 199.06 1.15

5.64

3.71 95.89 610.29


13.47 0.05 15.84 5.78

0.19 35.33

of 414

As at March 31, 2016 56.38 248.45 212.53 1.20 15.84 11.42

3.71 96.08 645.62

As at April 01, 2016 56.38 248.45 212.53 1.20 15.84 11.42

3.71 96.08 645.62


2.25

0.16

0.15 2.56

As at December 31, 2016 56.38 248.45 214.78 1.20 15.84 11.59

3.71 96.23 648.18

Accumulated Depreciation

As at April 01, 2011 115.66 119.71 2.47 0.54 40.75 279.13

Charge for the Year 6.04 8.33 0.57 0.13 3.23 18.30

As at March 31, 2012 121.69 128.04 3.04 0.68 43.98 297.43

As at April 01, 2012 121.69 128.04 3.04 0.68 43.98 297.43


As at March 31, 2013 128.51 137.34 3.69 0.85 47.84 318.22

As at April 01, 2013 128.51 137.34 3.69 0.85 47.84 318.22


As at March 31, 2014 135.55 147.61 4.27 1.03 52.14 340.59

As at April 01, 2014 135.55 147.61 4.27 1.03 52.14 340.59

Charge for the Year 1.47 3.02 0.06 0.05 0.13 27.05 31.79

Adjustments in Depreciation

under Companies Act, 2013

2.28 2.28

As at March 31, 2015 137.02 150.64 0.06 4.32 3.44 79.19 374.66

As at April 01, 2015 137.02 150.64 0.06 4.32 3.44 79.19 374.66

Charge for the Year 2.44 4.13 0.11 0.58 0.63 0.13 2.46 10.48

As at March 31, 2016 139.46 154.77 0.17 0.58 4.95 3.57 81.65 385.15

As at April 01, 2016 139.46 154.77 0.17 0.58 4.95 3.57 81.65 385.15

Charge for the Year 1.83 3.68 0.09 1.13 0.86 0.10 1.85 9.54

As at December 31, 2016 141.29 158.45 0.26 1.71 5.81 3.66 83.49 394.69

Net Block

As at March 31, 2012 56.38 81.71 45.73

0.88

2.64 36.47 223.81

As at March 31, 2013 56.38 81.33 48.26

0.56

2.86 42.12 231.52

As at March 31, 2014 56.38 75.34 49.61

2.68 38.71 222.72

As at March 31, 2015 56.38 111.43 48.42 1.09

1.32

0.28 16.70 235.62

of 414

Note: Capital Subsidy received from NHB for Rs. 27,00,000.00 has been reduced from cost of Plant & Machinery.

The Company has revised useful life of certain assets as per the useful life specified in the schedule II of the Companies Act,2013 or as reassessed by the

company.

Fixed Assets were revalued on 31st march 2016. The revaluation reserve of amount Rs. 19,37,10,307 has been adjusted in restated financials against property,

plant and equipment. Up to March 31st, 2014 depreciation on fixed assets is provided on written down value method (WDV) at the rate and manner

prescribed in schedule XIV of the Companies Act, 1956 over their useful life. w.e.f April 1st, 2014 depreciation is provided based on useful life of asset as

prescribed in schedule II of Companies Act 2013 except non charging of 100% depreciation on assets costing below Rs. 5000/. The carrying amount as on

April 1st, 2014 is depreciated over the balance useful life of asset. Depreciation on additions to the assets and the assets sold or disposed off, during the year

is provided On Prorata basis, at their respective useful life or rate of depreciation as prescribed with reference to the date of acquisition / installation or date of

sale / disposal."

As at March 31, 2016 56.38 108.99 57.76 1.02 15.26 6.47

0.14 14.44 260.47

As at December 31, 2016 56.38 107.16 56.33 0.94 14.13 5.77

0.05 12.73 253.49

of 414

NOTE 10

NON CURRENT INVESTMENTS AS RESTATED

ANNEXUREXV

(Rs. In Lakhs)

Particulars

As at

31st

Decemb

er 2016

As at

31st

March

2016

As at

31st

March

2015

As at 31st

March

2014

As at 31st

March 2013

As at

31st

March

2012

(a) Investment in Equity Instruments

In Unquoted Fully paid up Equity Shares

of Subsidiary 585.63 585.63 585.63

- - -

Aggregate amount of unquoted

Investments 585.63 585.63 585.63

- - -

Aggregate Cost of Quoted Investment

Aggregate Cost of Unquoted

Investment 585.63 585.63 585.63

- - -

Aggregate Market Value of Quoted

Total 585.63 585.63 585.63

NOTE11

LONG TERM LOANS AND ADVANCES AS RESTATED

ANNEXURE XVI

(Rs. In Lakhs)

Particulars

As at

31st

Decemb

er 2016

As at

31st

March

2016

As at

31st

March

2015

As at 31st

March

2014

As at 31st

March 2013

As at

31st

March

2012

(Unsecured and Considered Good)

Long term loans and advances

recoverable from

Directors/Promoters/Promoter Group/

Associates/ Relatives of Directors/Group

Company

1.23 3.00

Other Long Term Loans & Advances

Security Deposits 6.60 6.53 63.28 37.50 5.86 5.63

Advances to Farmers

688.24 765.91 715.26

Advance against Capital Expenses

1.74

Staff Advance/Salary Advance

1.86 1.09

Advances to Others

53.74 41.29 45.28 43.52

(recoverable in cash or kind or for value

to be received)

Total 6.60 8.27 117.02 767.03 820.14 768.50

NOTE 12

TRADE RECEIVABLES AS

RESTATED

ANNEXUREXVII

(Rs. In Lakhs)

Particulars

As at 31st

Decembe

r 2016

As at 31st

March

2016

As at 31st

March

2015

As at

31st

March

2014

As at 31st

March 2013

As at 31st

March 2012

(Unsecured and Considered

of 414

Good)

a. From Directors/Promoters/

Promoter Group/Associates/

Relatives of Directors / Group

Companies

Over Six Months 6.16 0.17

Others 2.03 0.68 0.22

b. From Others

Over Six Months 41.16 31.79 27.84 38.32 4.16 7.81

Others 29.43 32.96 29.24 30.55 3.73 49.61

Total 76.75 64.75 59.11 69.56 8.11 57.59

NOTE 13

CASH AND BANK

BALANCES AS RESTATED

ANNEXURE XVIII

(Rs. In Lakhs)

Particulars

As at 31st

Decembe

r 2016

As at 31st

March

2016

As at 31st

March

2015

As at 31st

March

2014

As at 31st

March 2013

As at 31st

March 2012

a. Cash & Bank Equivalent

Cash on hand 9.121 1.334 1.188 0.922 5.358 3.020

Balances with banks

in current accounts 23.599 13.722 2.901 2.628

0.930

b. Balance in Deposit Accounts

Total 32.720 15.056 4.089 3.550 5.358 3.950

NOTE 14

SHORT TERM LOANS AND

ADVANCES AS RESTATED

ANNEXUREXIX

(Rs. In Lakhs)

Particulars

As at 31st

Decembe

r 2016

As at 31st

March

2016

As at 31st

March

2015

As at 31st

March

2014

As at 31st

March

2013

As at 31st

March 2012


Good)

a. Loans and advances to

Directors/Promoters/Promoter

Group/ Associates/ Relatives of

Directors/Group Company

718.78 515.28 170.80 2.22

28.48

b. Others Loans and advances to Others 17.28

Staff Advance/Salary Advance 1.91 1.23 0.65

Advance to creditors 19.05

Advances to others 1. Business Advances.

190.86 526.25 7.03

0.35

2. Advance to Farmers 92.86

3. Other 18.65 15.84

of 414

NOTE16

ANNEXURE XXI

(Rs. In Lakhs) DETAILS OF REVENUE FROM OPERATIONS AS RESTATED

Particulars For the Period

ended

31ST

December

2016

For the

year ended

31st March

2016

For the

year ended

31st March

2015

For the

year ended

31st March

2014

For the

year ended

31st March

2013

For the

year ended

31st March

2012

Sales of Traded Goods

Sales of Manufactured

Goods

Sale of Services 263.61 284.20 251.39 265.99 255.39 201.27

Turnover in respect of

products not normally

dealt with

T O T A L 263.61 284.20 251.39 265.99 255.39 201.27

NOTE 17

DETAILS OF OTHER INCOME AS RESTATED

ANNEXUREXXII

(Rs.In Lakhs)

Particulars

For the Period

ended

31ST

December

2016

For the year

ended 31st

March 2016

For the

year ended

31st

March

2015

For the year

ended 31st

March 2014

For the year

ended 31st

March 2013

For the

year ended

31st March

2012

Nature

Other income 266 707 486 72

Net Profit

Before Tax as

Restated

77.31 79.73 41.33 28.24 27.10 12.55

Percentage 34.40% 88.65% 117.62% 25.41% 0.00% 0.00%

Source of

Income

Interest

income 266 707 486 72

Recurring

and not

related to

business

Total 775.67 723.20 697.70 9.25 92.86 28.83

The Amount Advance by Company to Farmers Could not be Verified and the Confirmation in Respect of Same

Have not been received from company

NOTE 15

OTHER CURRENT

ASSETS AS RESTATED

ANNEXUREXX

(Rs. In Lakhs)

Particulars

As at 31st

December

2016

As at 31st

March

2016

As at 31st

March

2015

As at 31st

March

2014

As at 31st

March

2013

As at 31st

March 2012

a) Prepaid Expenses 2.46 0.41 0.41 0.69

b) Interest Receivable

0.23

c) Share Issue Expenses 5.00

Total 7.45 0.41 0.64 0.69

of 414

activity.

Total Other

income 266 707 486 72

NOTE 18

ANNEXUREXXIII

EMPLOYEE BENEFIT EXPENSES AS RESTATED (Rs.In Lakhs)

Particulars

For the Period

ended

31ST

December

2016

For the year

ended 31st

March 2016

For the year

ended 31st

March 2015

For the year

ended 31st

March 2014

For the year

ended 31st

March 2013

For the year

ended 31st

March 2012

Director

Remuneration 3.80 3.80 3.60 3.60 3.60 3.60

Salary &

Allowances 15.02 15.75 13.27 15.00 13.53 12.33

Gratuity Expenses 0.29 1.01 0.64 0.32 1.21 3.17

Labor Welfare

Fund 1.08 3.15 1.51 0.01 0.02 0.03

Bonus Expenses 1.64

Total 21.83 23.71 19.02 18.29 18.36 19.13

NOTE 19

FINANCE COST AS RESTATED

ANNEXURE XXIV

(Rs.In Lakhs)

Particulars

For the Period

ended

31ST

December

2016

For the year

ended 31st

March 2016

For the year

ended 31st

March 2015

For the year

ended 31st

March 2014

For the year

ended 31st

March 2013

For the year

ended 31st

March 2012

Bank Charges &

Interest 0.12 0.78 0.29 2.45 2.63 3.59

Interest on

Unsecured Loan 6.42 9.56 2.34 13.17 17.80 13.65

Interest on Term

Loan 122.64 158.61 112.94 43.04 7.56 4.99

Interest on CC

71.67 101.36 100.96

Interest On TDS 0.99 0.38 1.38 0.02

Loan Processing

Expenses\Registra

tion Charges

3.20 14.07

Interest On

Income Tax 1.28 1.24 1.15 0.93 0.37 0.19

Total 131.45 170.57 121.30 145.36 129.71 123.39

NOTE20

OTHER EXPENSES AS RESTATED

ANNEXURE XXV

(Rs.In Lakhs)

Particular

For the Period

ended

31ST

December

2016

For the year

ended 31st

March 2016

For the year

ended 31st

March 2015

For the year

ended 31st

March 2014

For the year

ended 31st

March 2013

For the year

ended 31st

March 2012

Direct Expenses

of 414

Electric Expenses 28.27 34.80 32.14 27.40 27.66

Power & Fuel

Expenses. 0.30

0.77 0.49

Water Bill

Expenses 0.51 0.52 2.90 1.16 0.99 0.83

Indirect

Expenses

Architect Fees 0.20

Advertising

Expenses 0.10 0.10 0.07

Audit Fees 0.65 0.50 0.40 0.40

Account Written

Off 0.15

Brokerage A/C. 1.57 2.09 1.22

Building

Maintenance

Expenses

1.22 2.02 1.65 1.90 0.82 0.59

Miscellaneous.

Expenses 0.01

1.04

Chamber Setting

Charges 0.91 1.59

Cold Storage

Maintenance

Expenses

2.60 5.06 4.44 4.42 3.04 2.00

Computer

Maintenance

Expenses

0.63 1.17 0.66 0.33 0.20 0.38

Consultancy

Charges Esic/Pf 0.08 0.63 0.06 0.21 0.21 0.18

Conveyance

Expenses 0.22 0.29 0.57 0.72 1.00 2.71

Corporation Tax

Expenses 1.76 1.70 1.70 1.70 1.70

Donation 0.06 0.02 0.10

Electric

Maintenance

Expenses

1.04 2.81 3.36 0.75 1.35 0.84

Ethelin Gas

Purchase 0.44 1.64 2.99 1.64 1.22 1.26

General Expenses 0.85 0.60 2.05 0.60 0.66 0.85

Diesel For

Generator 0.82 1.20 1.37 1.57 1.44

Inspection

Charges Expenses 0.15 0.07 0.16 0.24

Insurance

Expenses. 0.41 2.05 6.12 3.28 1.78 2.79

Internal Audit

Fees 0.20 0.40 0.60 0.60

TDS Penalty

Charges 0.04

Legal & 3.30 3.88 8.84 1.56 5.00 2.27

of 414

Professional

Expenses.

License Expenses 0.32 0.23

Local Body Tax

0.03 1.14

Machinery

Maintenance

Expenses.

2.09 2.70 8.14 3.74 2.61 3.45

Office Expenses 1.48 2.29 1.20 0.56 0.36 0.42

Penalty Charges

(Esic) 0.00 0.53

Pooja Expenses 0.04 0.08 0.21 0.50 0.40 0.30

Pollution

Expenses 0.35

Power And Fuel 0.05 0.29

Roc Fees 3.62

Security Charges 0.97 2.37 2.72 1.23 1.16 0.89

Stationery &

Printing Expenses. 0.33 0.66 0.70 0.75 0.52 0.51

Shortage In Stock Sundry Expenses

W/O 0.01 0.04

1.00 1.11 0.33

Telephone

Expenses 0.24 0.35 0.29 0.47 0.42 0.52

Travelling

Expenses. 0.14 3.24 0.52

0.22 0.47

Total 49.73 70.38 86.57 58.90 59.43 27.90

CAPITALISATION STATEMENT AS AT 31.12.2016 ANNEXURE – XXVI

(Rs. In Lakhs)

Particulars Pre Issue Post Issue

Borrowings

Short term debt (A) 270.02 270.02

Long Term Debt (B) 1,083.67 1,083.67

Total debts (C) 1,353.69 1,353.69

Shareholders‘ funds

Equity share capital 320.00 [•]

Reserve and surplus as restated 21.29 [•]

Total shareholders‟ funds 341.29 [•]

Long term debt / shareholders funds 3.18 [•]

Total debt / shareholders funds 3.97 [•]

1. The figures disclosed above are based on restated statement of Assets and Liabilities of the Company as at last audited

period(may be quarter)

2. Short term Debts includes current maturities of long term debt.

3. For post issue Capitalization calculation has to be been done considering the allotment of shares in the IPO.

of 414

STATEMENT OF TAX SHELTERS

ANNEXURE XXVII

(Rs.In Lakhs)

Particulars

For the Period

ended

31ST

December

2016

For the

year ended

31st

March

2016

For the year

ended 31st

March 2015

For the

year ended

31st

March

2014

For the year

ended 31st

March 2013

For the year

ended 31st

March 2012

Restated Profit

before tax (A) 77.66 79.73 41.33 28.24 27.10 12.55

Tax Rate (%) 30.90 30.90 30.90 30.90 30.90 30.90

Tax at notional

rate on profits 24.00 24.64 12.77 8.73 8.37 3.88

Adjustments :

Permanent

Differences(B)

Expenses

disallowed under

Income Tax Act,

1961

2.66 2.65 3.32 1.00 2.10 3.36

Total Permanent

Differences(B) 2.66 2.65 3.32 1.00 2.10 3.36

Income considered

separately (C)

Total Income

considered

separately (C)

Timing Differences

(D)

Difference between

book depreciation

and tax

depreciation

(11.00) (14.31) 11.53 1.65 1.35 (3.75)

Total Timing

Differences (D) (11.00) (14.31) 11.53 1.65 1.35 (3.75)

Net Adjustments E

= (B+D) (8.33) (11.66) 14.85 2.65 3.45 (0.39)

Tax Expenses /

(saving) thereon (2.57) (3.60) 4.59 0.82 1.07 (0.12)

Income from Other

Sources (F)

Loss of P.Y.

Brought Forward

& Adjusted(G)

Taxable

Income/(Loss)

(A+E+F+G)

69.33 68.08 56.18 30.88 30.55 12.16

Taxable

Income/(Loss) as

per MAT

77.66 79.73 41.33 28.24 27.10 12.55

of 414

Tax as per MAT 14.37 14.75 7.65 5.22 5.01 2.32

Tax as per Normal

Calculation 21.42 21.04 17.36 9.54 9.44 3.76

MAT credit

entitlement

Tax paid as per

normal or MAT Normal Normal Normal Normal Normal Normal

of 414

RELATED TRANSACTION STATEMENT AS RESTATED

ANNEXURE XXVIII

(Rs.In

Lakhs)

Name

Nature of

Transaction

Amount

of

Transac

tion

debited

till

31/12/20

16

Amount

of

Transac

tion

credited

till

31/12/20

16

Amount

Outstandi

ng

as on

31.12.16

(Payable)

/

Receivabl

e

Amount

of

Transac

tion

debited

during

2015-16

Amount

of

Transac

tion

credited

during

2015-16

Amount

Outstandi

ng

as on

31.03.16

(Payable)

/

Receivabl

e

Amount

of

Transac

tion

debited

during

2014-15

Amount

of

Transac

tion

credited

during

2014-15

Amount

Outstandi

ng

as on

31.03.15

(Payable)

/

Receivabl

e

Suresh Wadhwani Director

Remuneration - 0.10 0.19 - 0.10 - - - -

Prakash Wadhwani Director

Remuneration - 2.80 (2.67) - 3.60 - - 3.60 (1.02)

Chandraprakash Wadhwani Director

Remuneration - 0.90 (1.95) - 0.10 - - - -

Chandraprakash Wadhwani Loan - - - - 1.00 - - - -

Hemraj Uttamraj Loan 62.52 242.91 - - - - - - -

Om Trading Co Sale of Services 1.80 - 1.86 - - - - - -

Om Trading Co Loan - - - - - - 30.70 82.50 -

Rajesh Spices Sale of Services 0.25 - 0.25 0.32 - - 0.39 - 0.17

Rajesh Spices Loan - - - - - - 176.51 314.20 (54.85)

Suresh Exports Sale of Services 0.96 - (0.06) 1.09 - - 2.52 - 0.10

Suresh Exports Loan 127.95 90.35 37.61 266.04 266.04 - 133.05 129.60 -

Farmico Commodities

Trading Pvt. Ltd. Sale of Services 4.50 - 4.05 9.12 - - 11.71 - 1.76

Farmico Commodities

Trading Pvt. Ltd. Loan 25.56 409.54 (64.36) 722.41 402.79 319.62 - - -

of 414

Kunal Cold Storage Pvt.

Ltd. Loan - - - - 78.65 (3.00) 79.40 3.75 75.65

Farmico Cold Chain Pvt.

Ltd. Loan 22.66 35.87 2.06 - - - - - -

Vidharba Cold Storage Pvt.

Ltd. Loan - - - - - - 55.15 - 55.15

Excellent Betelnut Product

Pvt Ltd. Loan 680.57 1.46 679.11 - - - - - -

Wadhwani Traders Loan - - - - - - - - -

Name

Nature of

Transaction

Amount

of

Transac

tion

debited

during

2013-14

Amount

of

Transac

tion

credited

during

2013-14

Amount

Outstandi

ng

as on

31.03.14

(Payable)

/

Receivabl

e

Amount

of

Transac

tion

debited

during

2012-13

Amount

of

Transac

tion

credited

during

2012-13

Amount

Outstandi

ng

as on

31.03.13

(Payable)

/

Receivabl

e

Amount

of

Transac

tion

debited

during

2011-12

Amount

of

Transac

tion

credited

during

2011-12

Amount

Outstandi

ng

as on

31.03.12

(Payable)

/

Receivabl

e


Remuneration - - - - - - - - -


Remuneration - 3.60 (1.61) - 3.60 - - 3.60 -

Chandraprakash Wadhwani Director


Chandraprakash Wadhwani Loan - - - - - - - - -

Hemraj Uttamraj Loan - - - - - - - - -

Om Trading Co Sale of Services - - - - - - - - -

Om Trading Co Loan 52.00 - 51.80 - - - - - -

Rajesh Spices Sale of Services 0.56 - (0.02) 0.30 - 0.22 0.01 - 0.04

Rajesh Spices Loan 126.16 43.32 82.84 - - - - - -

Suresh Exports Sale of Services 0.48 - 0.13 0.21 - 0.01 - - -

Suresh Exports Loan 229.50 168.31 (3.45) 224.70 289.33 (64.63) 182.09 239.18 (57.10)

Farmico Commodities Sale of Services 0.55 - 0.55 - - - - - -

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Trading Pvt. Ltd.

Farmico Commodities

Trading Pvt. Ltd. Loan 27.36 0.23 22.30 - 0.28 (4.86) - - -

Kunal Cold Storage Pvt.

Ltd. Loan - - - - - - 9.49 - 9.49


Ltd. Loan - - - - - - 9.53 - 9.49

Vidharba Cold Storage Pvt.

Ltd. Loan - - - - - - 9.53 - 9.49

Excellent Betelnut Product

Pvt Ltd. Loan - - - - - - - - -

Wadhwani Traders Loan - - - - 1.77 1.23 3.00 - 3.00

of 414

SUMMARY OF ACCOUNTING RATIOS AS RESTATED

ANNEXURE XXIX

(Rs.In Lakhs)

Ratios

For the

Period

ended

31ST

December

2016

For the

year

ended

31st

March

2016

For the

year

ended

31st

March

2015

For the

year

ended

31st

March

2014

For the

year

ended

31st

March

2013

For the

year

ended

31st

March

2012

Weighted Average

Number of Equity Shares

at the end of the

Year/Period

14.55 0.80 0.80 0.80 0.80 0.50

Recalculated Weighted

Average Number of Equity

Shares at the end of the

Year/Period * refer note 1

below

14.55 8.00 8.00 8.00 8.00 5.00

Weighted Average

Number of Equity Shares

at the end of the

Year/Period after

adjustment for issue of

bonus shares

29.09 8.80 8.80 8.80 8.80 5.50

No. of equity shares at the

end of the year/period 32.00 0.80 0.80 0.80 0.80 0.80

No. of equity shares at the

end of the year/period

after adjustment for issue

of bonus shares

32.00 0.80 0.80 0.80 0.80 0.80

Net Worth 341.29 288.46 234.18 208.93 189.72 171.65

Earnings Per Share

Basic & Diluted 1.65 6.78 3.44 2.40 2.26 1.53

Basic & Diluted after

bonus 1.65 1.70 0.86 0.60 0.56 0.26

Return on Net Worth (%) 15.48% 18.82% 11.76% 9.19% 9.53% 4.45%

Net Asset Value Per Share

(Rs) before bonus 10.67 36.06 29.27 26.12 23.72 21.46


(Rs) after bonus 10.67 9.01 7.32 6.53 5.93 5.36

Nominal Value per Equity

share (Rs.) 10.00 100.00 100.00 100.00 100.00 100.00

Notes:

1. The ratios have been computed as per the following formulas:

(i) Basic Earning per Share

Restated Profit after Tax available to equity shareholders

Weighted average number of equity shares outstanding at the end of the year / period

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(ii) Net Asset Value (NAV) per Equity Share

Restated Net worth of Equity Share Holders

Number of equity shares outstanding at the end of the year / period

(iii) Return on Net Worth (%)

Restated Profit after Tax available to equity shareholders

Restated Net worth of Equity Share Holders

2. Net Profit as restated, as appearing in the statement of profit and losses, has been considered for the

Purpose of computing the above ratios. These ratios are computed on the basis of the restated financial

Information of the Company.

3. Earnings per share calculations are done in accordance with Accounting Standard 20 "Earning Per

Share", issued by the Institute of Chartered Accountants of India.

4. The figures disclosed are based on the restated summary statement of assets and liabilities of the

Company.

5. The above statement should be read with the notes to restated summary statements of assets and

liabilities, profits and losses and cash flows appearing in Annexure I, II and III.

6. Weighted Average Number of Equity Shares for the FY 2011-12, 2012-13, 2013-14, 2014-15 & 2015-

16 has been recalculated after considering Face value of Rs. 10 per share for calculation of EPS to make it

comparable with Stub period. Since Face value of Shares in Stub Period is Rs. 10 & in Prior period was

Rs. 100. Equity shares were split on 16th September 2016.

7. Bonus Share were issued on 17th October 2016 in the ratio of 3:1.

8. Earnings per share calculations are done in accordance with Accounting Standard 20 ‗Earnings Per

Share‘ issued by the Institute of Chartered Accountants of India.

of 414

RECONCILIATION OF RESTATED PROFIT

ANNEXUREXXX

(Rs. In Lakhs)

Adjustments for

For the

Period

ended

31ST

December

2016

For the

year

ended

31st

March

2016

For the

year

ended

31st

March

2015

For the

year

ended

31st

March

2014

For the

year

ended

31st

March

2013

For the

year

ended

31st

March

2012

Net profit/(Loss) after

Tax as per Audited

Profit & Loss Account

51.01 58.70 30.18 17.79 17.33 12.26

Adjustments for:

(a)Deferred Tax

Liability / Asset

Adjustment

0.27 4.42 3.56 0.51 0.42 1.16

(b)Interest on income

tax for previous years 1.28

0.19

( c) Earlier Period Tax

Provision Adjustment 1.22

(d)Gratuity Provision 0.29 1.01 0.64 0.32 1.21 3.17

(e)Depreciation effect

after subsidy effect 1.22 1.22 1.22

(f)TDS Refund for

previous year 0.42

0.21

(g)Extra Depreciation

due to Restatement 0.41 1.24 0.06 0.11

(h) ) Difference due to

recalculated

Depreciation as per The

Companies Act

2.09 0.41 6.88

(i)Taxes adjusted in

Current period 2.78 1.42 1.24 0.74 0.11 0.11

Net Profit/ (Loss) After

Tax as Restated 52.84 54.28 27.53 19.20 18.08 7.63

Notes:

1.

There is change in Deferred Tax Assets / Liabilities as per Audited Books of

Accounts and as per Restated Books and the same has been given effect in the year

to which the same relates in accordance with AS-22 Accounting for Taxes &

Income.

2.

Amounts relating to the prior period have been adjusted in the year to which the

same relates to, however, amount pertaining to period before FY 2011-12 has been

adjusted in FY 2011-12 same has been adjusted in point (b),(f) Interest on Income

Tax, Penalties & TDS refund respectively.

3. . The Company has provided Excess or Short Provision in the year in which the

income tax return has been filled. But in restated account, the company has provided

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Excess or Short Provision in the years to which it relates

4.

Company did not provide Gratuity in any year it has been therefore provided after

actuarial calculation for each year and has been disclosed as per AS 15 Employees

Benefit.

5.

Revised Depreciation due to Restatement reflects difference in depreciation in

Audited Financial statement & Restated Financials after adjusting the Capital

Subsidy with Fixed asset.

6. Depreciation Expenses has been recalculated as per the provisions of Companies

Act 2013 from FY 2014-15.

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Independent Auditor‟s Report for the Restated Consolidated Financial Statements of


The Board of Directors


Office No.1006, 10th Floor,

Hubtown Solaris , N.S Phadake Road,

Saiwadi, Near Gokhle Fly Over, Andheri (E)

Mumbai

Dear Sirs,

1. We CPM & Associates , have examined the attached Restated Consolidated Statement of Assets and

Liabilities of Farmico Cold Storage Limited (the Company) and its associate Farmico

Commodities Ltd as at, December 31, 2016 ,March 31, 2016 and as at March 31, 2015, and the

related Restated Consolidated Statement of Profit & Loss and Restated Consolidated Statement of

Cash Flow for the financial period/year ended on, December 31, 2016 , March 31, 2016 and upto

March 31, 2015, , (collectively the ‖Restated Summary Statements‖ or ―Restated Financial

Statements‖). These Restated Summary Statements have been prepared by the Company and

approved by the Board of Directors of the Company in connection with the Initial Public Offering

(IPO) on SME Platform of Bombay Stock Exchange Limited (BSE).

2. These Restated Consolidated Summary Statements have been prepared in accordance with the

requirements of:

(iii) Part I of Chapter III to the Companies Act, 2013(―Act‖);

(iv) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations 2009 (―ICDR Regulations”) issued by the Securities and Exchange Board of

India (―SEBI”) in pursuance to Section 11 of the Securities and Exchange Board of India

Act, 1992 and related amendments / clarifications from time to time;

(iii) The terms of reference to our engagements with the Company letter dated 16 March 2017

requesting us to carry out the assignment, in connection with the Draft Prospectus/ Prospectus

being issued by the Company for its proposed Initial Public Offering of equity shares on SME

Platform of BSE (―IPO‖ or ―SME IPO‖); and

(iv) The Guidance Note on Reports in Company Prospectus (Revised) issued by the Institute of

Chartered Accountants of India (―Guidance Note‖).

3. The Restated Consolidated Summary Statements of the Company have been extracted by the

management from the Audited Financial Statements of the Company for the financial period/year

ended on December 31, 2016 , March 31, 2016 and upto March 31, 2015 which have been

approved by the Board of Directors.

4. In accordance with the requirements of Part I of Chapter III of Act, ICDR Regulations, Guidance

Note and Engagement Letter, we report that:

(i) The ―Restated Consolidated Statement of Assets and Liabilities‖ as set out in Annexure I to

this report, of the Company as at December 2016, March 31, 2016 and as at March 31, 2015, , are

prepared by the Company and approved by the Board of Directors. These Statement of Assets and

Liabilities, as restated have been arrived at after making such adjustments and regroupings to the

individual financial statements of the Company, as in our opinion were appropriate and more

of 414

fully described in Significant Accounting Policies and Notes to the Restated Summary Statements

as set out in Annexure IV and Annexure V to this Report.

(ii) The ―Restated Consolidated Statement of Profit and Loss‖ as set out in Annexure II to this

report, of the Company for the financial period/year ended on, December 31, 2016 , March 31,

2016 and up to March 31, 2015, are prepared by the Company and approved by the Board of

Directors. These Statement of Profit and Loss, as restated have been arrived at after making such

adjustments and regroupings to the individual financial statements of the Company, as in our

opinion were appropriate and more fully described in Significant Accounting Policies and Notes

to the Restated Summary Statements as set out in Annexure IV and Annexure V to this Report.

(iii) The ‖Restated Consolidated Statement of Cash Flow‖ as set out in Annexure III to this report,

of the Company for the financial period/year ended December 31, 2016 March 31, 2016 and up

to March 31, 2015, are prepared by the Company and approved by the Board of Directors. These

Statement of Cash Flow, as restated have been arrived at after making such adjustments and

regroupings to the individual financial statements of the Company, as in our opinion were

appropriate and more fully described in Significant Accounting Policies and Notes to Restated


Consolidated Financial Statements included information in relation to the Company‘s associate as

listed below

Name of the Entity Relationship Period Covered

Farmico Commodities ltd Associate March 28, 2015, March 31, 2016

and December 31, 2016

5. Based on the above, we are of the opinion that the Restated Consolidated Financial Statements have

been made after incorporating:

a) Adjustments for the changes in accounting policies retrospectively in respective financial

years/period to reflect the same accounting treatment as per the changed accounting policy

for all reporting periods.

b) Adjustments for prior period and other material amounts in the respective financial years/period

to which they relate and there are no qualifications which require adjustments.

c) There are no extraordinary items that need to be disclosed separately in the accounts and

qualifications requiring adjustments.

d) There were no qualifications in the Audit Reports issued by the Statutory Auditors for the

financial period/year ended on, December 31, 2016 , March 31, 2016 and upto March 31, 2015,

which would require adjustments in this Restated Consolidated Financial Statements of the

Company.

e) These Profits and Losses have been arrived at after charging all expenses including

depreciation and after making such adjustments/restatements and regroupings as in our opinion

are appropriate and are to be read in accordance with the Significant Accounting Polices and

Notes to Restated Summary Statements as set out in Annexure IV and Annexure V to this

report.

6. Audit for the financial Period/year ended December 31, 2016, March 31, 2016, March 31, 2015,

March 31, 2014, March 31, 2013 and March 31, 2012 was conducted by Demble Ramani & Co.

of 414

Chartered Accountants, and for the period from April 01, 2016 to December 31, 2016 by us and

accordingly reliance has been placed on the financial information examined by them for the said

years. The financial report included for these years is based solely on the report submitted by them.

7. We have also examined the following other financial information relating to the Company prepared

by the Management and as approved by the Board of Directors of the Company and annexed to this

report relating to the Company for the financial period/year ended December 31, 2016, March 31,

2016 and up to March 31, 2015, and proposed to be included in the Draft Prospectus/Prospectus

(―Offer Document‖).

Annexure of Restated Consolidated Financial Statements of the Company :

1. Significant Accounting Policies as restated in Annexure IV;

2. Notes to accounts as restated in Annexure V;

3. Details of Consolidated Share Capital as Restated as appearing in ANNEXURE VI to this report;

4. Details of Consolidated Reserves and Surplus as Restated as appearing in ANNEXURE VII to this

report;

5. Details of Consolidated Statement of Minority Interest appearing in ANNEXURE VIII;

6. Details of Consolidated Long Term Borrowings as Restated as appearing in ANNEXURE IX to

this report;

7. Details of Consolidated Deferred Tax Liabilities (Net) as Restated as appearing in ANNEXURE X

to this report;

8. Details of Consolidated Long Term Provisions as Restated as appearing in ANNEXURE XI to this

report;

9. Details of Consolidated Short Term Borrowings as Restated as appearing in ANNEXURE XII to

this report;

10. Details of Consolidated Trade Payables as Restated as appearing in ANNEXURE XIII to this

report;

11. Details of Consolidated Other Current Liabilities as Restated as appearing in ANNEXURE XIV to

this report;

12. Details of Consolidated S6hort Term Provisions as Restated as appearing in ANNEXURE XV to

this report;

13. Details of Consolidated Property , Plant and Equipment as Restated as appearing in ANNEXURE

XVI and Intangible Asset as Restated as appearing in ANNEXURE XVII to this report;

14. Details of Consolidated NonCurrent Investments as Restated as appearing in ANNEXURE XVIII

to this report;

15. Details of Consolidated Deferred Tax Asset as Restated as appearing in ANNEXURE XIX to this

report;

16. Details of Consolidated Long Term Loans & Advances as Restated as appearing in ANNEXURE

XX to this report;

of 414

17. Details of Consolidated Other Inventories as Restated as appearing in ANNEXURE XXI to this

report;

18. Details of Consolidated Trade Receivables as Restated enclosed as ANNEXURE XXII to this

report;

19. Details of Consolidated Cash and Bank Balances as Restated enclosed as ANNEXURE XXIII to

this report;

20. Details of Consolidated Short Term Loans & Advances as Restated as appearing in ANNEXURE

XXIV to this report;

21. Details of Consolidated Other Current Assets as Restated as appearing in ANNEXURE XXV to

this report;

22. Details of Consolidated Revenue form operations as Restated as appearing in ANNEXURE XXVI

to this report;

23. Details of Consolidated Other Income as Restated as appearing in ANNEXURE XXVII to this

report;

24. Details of Consolidated Purchase of stock in trade as Restated as appearing in ANNEXURE

XXVIII to this report;

25. Details of Consolidated Changes in inventories of finished goods, Work in progress & Stock in

trade as Restated as appearing in ANNEXURE XXIX to this report;

26. Details of Consolidated Employee Benefit Expenses as Restated as appearing in ANNEXURE

XXX to this report

27. Details of Consolidated Finance Cost as Restated as appearing in ANNEXURE XXXI to this

report

28. Details of Consolidated Other Expenses as Restated as appearing in ANNEXURE XXXII to this

report

29. Consolidated Capitalization Statement as Restated as at 31st December , 2016 as appearing in

ANNEXURE XXXIII to this report;

30. Details of Related Parties Transactions as Restated as appearing in ANNEXURE XXXIV to this

report;

31. Details of Significant Accounting Ratios as Restated as appearing in ANNEXURE XXXV to this

report

32. Reconciliation of Restated Profit as appearing in ANNEXURE XXXVI to this report.

8. We, CPM & Associate., have been subjected to the peer review process of the Institute of Chartered

Accountants of India (―ICAI‖) and hold a valid peer review certificate issued by the ―Peer Review

Board‖ of the ICAI.

9. The preparation and presentation of the Financial Statements referred to above are based on the

Audited financial statements of the Company and are in accordance with the provisions of the Act

of 414

and ICDR Regulations. The Financial Statements and information referred to above is the

responsibility of the management of the Company.

10. The report should not in any way be construed as a reissuance or redating of any of the previous

audit reports issued by any other Firm of Chartered Accountants nor should this report be construed

as a new opinion on any of the financial statements referred to therein.

11. We have no responsibility to update our report for events and circumstances occurring after the date

of the report.

12. In our opinion, the above financial information contained in Annexure I to XXXVI of this report

read with the respective Significant Accounting Polices and Notes to Restated Summary Statements

as set out in Annexure IV and Annexure V are prepared after making adjustments and regrouping

as considered appropriate and have been prepared in accordance with the Act, ICDR Regulations,

Engagement Letter and Guidance Note.

13. Our report is intended solely for use of the management and for inclusion in the Offer Document in

connection with the SME IPO. Our report should not be used, referred to or adjusted for any other

purpose except with our consent in writing.

Date: June 30, 2017 For, CPM & Associates.

Place: Nagpur Chartered Accountants

Firm Registration No.: 114923W

Name: Chandra P. Maheshwari

Designation: Partner

Membership No.: 036082

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RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

ANNEXURE I

Rs. In Lakhs

Particulars

Note

No.

As at 31st

December

2016

As At 31st

March

2016

As At

31st

March

2015

As At 31st

March

2014

As At 31s

March

2013

As At 31st

March

2012

I EQUITY AND

LIABILITIES


(a) Share capital

1 320.00 80.00 80.00 80.00 80.00 80.00

(b)

Reserves and

surplus

2 398.00 555.26 154.58 128.93 109.72 91.65

(c)

Minority

Interest 3

756.13 716.74 679.41 - - -

Sub- total 1,474.13 1,351.99 913.99 208.93 189.72 171.65

2

Non-current

liabilities

(a)

Long-term

borrowings

4 1,764.71 2,806.19 2,137.27 761.62 87.38 140.40

(b)

Deferred tax

liabilities (Net) 5

- - - 0.23 0.74 1.16

(c)

Long-term

Provisions 6

5.79 5.57 4.57 3.95 4.27 3.17

(d)

Other Long-

term Liabilities

Sub- total 1,770.50 2,811.76 2,141.85 765.80 92.39 144.73


(a)

Short-term

borrowings

7 3,818.76 1,703.25 1,585.38 35.79 842.97 738.91

(b) Trade payables 8 7,159.44 1,323.39 1,563.58

(c)

Other current

liabilities

9 380.39 388.62 354.27 54.54 24.48 23.86

(d)

Short-term

provisions

10 53.06 33.02 38.48 7.75 8.43 3.52

Sub- total 11,411.65 3,448.29 3,541.72 98.08 875.88 766.30

TOTAL(1+2+

3) 14,656.28 7,612.04 6,597.55 1,072.80 1,157.99 1,082.67

II. ASSETS

1 Noncurrent assets

(a) Fixed assets

11

(i) Tangible assets 999.95 974.51 1,013.51 563.32 549.73 521.24

Less:

Accumulated 485.20 463.32 503.97 340.59 318.22 297.43

file:///C:/Documents%20and%20Settings/hp/Local%20Settings/Temporary%20Internet%20Files/Content.MSO/1EB692FE.xls%23'Share%20Capital'!A1












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Depreciation

(ii)

Intangible

Assets 377.39 377.39 59.33

(iii) Intangible

Assets under

development

(iv)

Capital Work

in Progress

Net Block 892.14 888.57 568.88 222.72 231.52 223.81

(b)

Non Current

Investments 12 14.00 14.00 14.00

(c)

Deferred Tax

Asset 13 9.41 13.71 15.54

(d)

Long-term

loans and

advances

14 402.54 237.83 565.55 767.03 820.14 768.50

(e)

Other Non

Current Assets

Sub- total 1,318.09 1,154.11 1,163.97 989.75 1,051.66 992.31

2

Current assets

(a)

Current

Investments

(b) Inventories

15 3,399.52 1,609.02 2,346.44

(c)

Trade

receivables

16 8,779.84 1,705.43 1,342.83 69.56 8.11 57.58

(d)

Cash and Bank

Balances

17 138.75 266.12 58.24 3.55 5.36 3.95

(e)

Short-term

loans and

advances

18 1,012.62 2,876.94 1,685.44 9.25 92.86 28.83

(f)

Other Current

Assets 19 7.45 0.41 0.64 0.69

Sub- total

13,338.19 6,457.93 5,433.58 83.05 106.33 90.37

TOTAL(1+2) 14,656.28 7,612.04 6,597.55 1,072.80 1,157.99 1,082.67












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RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS

ANNEXUREII

(Rs in Lakhs)

Particulars

Note

No.

For the

period

ended

31st

December

2016

For the

year

ended

31st

March

2016

For the

year

ended 31st

March

2015

For

the

year

ended

31st

March

2014

For the

year

ended

31st

March

2013

For the

year

ended

31st

March

2012

INCOME

I Revenue from operations 20 12,315.51 9,412.91 10,472.81 265.99 255.39 201.27

II Other income 21 46.56 197.59 77.03 7.18

III Total Revenue (I + II) 12,362.07 9,610.50 10,549.84 273.16 255.39 201.27

IV EXPENSES

Cost of materials

consumed & purchase of

stock in trade

Purchase of stock in trade 22 12,912.68 7,710.36 9,516.85



progress and Stock in

Trade 23

(1,790.50) 737.42 (202.80)

Employee benefits

expense 24 43.56 44.94 42.83 18.29 18.36 19.13

Finance costs 25 416.82 521.33 423.38 145.36 129.71 123.39

Depreciation and

amortization expense 26 21.88 30.96 67.77 22.38 20.79 18.30

Other expenses 27 573.97 388.99 534.32 58.90 59.43 27.90

TOTAL EXPENSES 12,178.41 9,434.00 10,382.35 244.93 228.29 188.72

V.

Profit before tax (VII

VIII) 183.66 176.50 167.49 28.24 27.10 12.55


VIII Tax expense: (1) Current tax 57.23 54.72 64.33 9.54 9.44 3.76

(2) Deferred tax

5 &

13 4.30 1.83 (8.70) (0.51) (0.42) 1.16

IX

Profit (Loss) for the

period/year (XI + XIV) 122.14 119.95 111.85 19.20 18.08 7.63


file:///C:/Documents%20and%20Settings/hp/Local%20Settings/Temporary%20Internet%20Files/Content.MSO/1EB692FE.xls%23'Other%20Income'!A1


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RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS

ANNEXUREIII

(Rs in Lakhs)

Particulars

As at 31st

Decembe

r 2016

As At 31st

March

2016

As At 31st

March

2015

As At 31st

March

2014

As At 31s

March

2013

As At 31st

March

2012


Activities

Restated Net profit Before

Tax

and Extraordinary Items

183.66 176.50 167.49 28.24 27.10 12.55

Adjustments for :

Depreciation & Amortization

Expenses 21.88 30.96 67.77 22.38 20.79 18.30

Loss (Profit) on Sale of

Assets (6.48)

Dividend Income

Extraordinary Items

Interest Income (37.46) (187.94) (76.35) (7.18)

Finance Cost 411.53 470.49 390.09 127.89 126.72 119.60

Other Expenses Written off

Previous year Tax expenses

0.78



Changes in Working

Capital

Trade receivable (7,074.41) (362.60) (203.38) (61.45) 49.47 (44.66)

Short term Loans and

advances receivable 1,864.33 (1,191.50) (1,144.86) 83.61 (64.03) 64.01


Inventories (1,790.50) 737.42 (202.80)

Trade Payables 5,836.05 (240.19) 484.79

(5.88)

Other Current Liabilities (8.23) 34.35 207.19 30.06 0.61 22.39


Net Cash Flow from

Operation (601.67) (556.15) (342.68) 221.99 159.80 188.80


Net Cash Flow from

Operating Activities (A) (637.40) (598.94) (385.35) 212.63 156.13 185.35


Activities

Purchase of Fixed Assets

(Net) (25.44) (81.45) (274.32) (13.58) (28.49) (128.69)

Increase in Capital Work In

Progress

Sale of Fixed Assets

55.33

of 414

Purchase of Investment

Sale / Redemption of

Investment

Movement in Loan &

Advances

Interest Income 37.46 187.94 76.35 7.18

Dividend Income


Investment (11.00)

(Increase)/Decrease in Loans

& Advances (164.71) 327.72 635.05 53.11 (51.64) (44.02)

Net Cash Flow from

Investing Activities (B) (152.69) 489.54 426.08 46.70 (80.13) (172.71)

Cash Flow From Financing

Activities

Proceeds From Issue of

shares capital(Minority

Interest)

5.98

30.00

Increase in Share

Premium(Minority Interest) 168.37

(Increase)\Decrease in Loans

& Adv (1,041.48) 668.92 1,188.74 674.23 (53.02) 138.64

Increase in Long Term

Provisions 0.22 1.00 0.62 (0.31) 1.10

Interest Paid (411.53) (470.49) (390.09) (127.89) (126.72) (119.60)

Dividend paid (Including

DDT)

Short Term Borrowings 2,115.51 117.87 (1,001.03) (807.18) 104.06 (58.50)


27.00

Net Cash Flow from

Financing Activities (C) 662.72 317.29 (0.40) (261.14) (74.58) (9.47)



(A+B+C)

(127.37) 207.89 40.33 (1.81) 1.41 3.17

Opening Cash & Cash

Equivalents 266.12 58.24 17.91 5.36 3.95 0.78

Cash and cash equivalents

at the end of the period 138.75 266.12 58.24 3.55 5.36 3.95

Cash And Cash

Equivalents Comprise :

Cash 96.98 2.79 18.19 0.92 5.36 3.02

Bank Current Account 41.78 263.34 40.05 2.63

0.93

Total 138.75 266.12 58.24 3.55 5.36 3.95

of 414

ANNEXURE IV- SIGNIFICANT ACCOUNTING POLICIES AS RESTATED

(a) Corporate Information:

The Company was incorporated as Farmico Cold storage limited as on 19091989, under the provisions of

the Companies Act, 1956 with an objective of providing cold storage facility to farmers/traders and also

provide finance to the farmers/traders against goods stored in the cold storage. The main activity of the

company is storage of agriculture produce.

(b) Basis of Preparation:

The Restated Consolidated Summary Statements of Assets and Liabilities of the Company as at

December 31, 2016, March 31, 2016 and March 31, 2015and the related Restated Consolidated Summary

Statements of Profits and Losses and Cash Flows Statement as at December 31, 2016 ,March 31, 2016

and March 31, 2015, consolidated Summary Statements have been complied by management from the

financial statements of the company for the period/year ended on December 31, 2016, March 31, 2016

and March 31, 2015,. The Restated Consolidated financial statements of the company have been prepared

in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP), Accounting

Standards issued by the Institute of Chartered Accountants of India, as applicable, and the relevant

provisions of the Companies Act, 1956 (which are deemed to be applicable as per section 133 of the

Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014) and other accounting

principles generally accepted in India. The consolidated financial statements have been prepared under

the historical cost convention on an accrual basis. The accounting policies have been consistently applied

by the company and are consistent with those used for the purpose of preparation of financial statements

for the period/year ended on December 31, 2016 , March 31, 2016 and March 31, 2015, Restated

consolidated Summary Statements have been prepared specifically for inclusion in the offer document to

be filled by the company with the Securities and Exchange Board of India (SEBI) in connection with its

proposed Initial Public Offering. Restated consolidated Summary Statements of assets and liabilities,

profits and losses and cash flows have been prepared to comply in all material respect with the

requirements of Sub clause (i), (ii) and (iii) of clause (b) of Subsection (1) of Section 26 of Chapter III of

the Companies Act, 2013 read with rules 4 of Companies (Prospectus and Allotment of Securities) Rules,

2014 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009 (the SEBI Guidelines) issued by SEBI on August 26,2009 as amended from time to

time.

(c) Use of Estimates:

The preparation of financial statements in conformity with Indian GAAP requires management to make

judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent liabilities on the date of financial statements and the reported amounts of revenue

and expenses during the reported period. Although these estimates are based on management‗s best

knowledge of current events and actions, uncertainty about these assumptions and estimates could result

in the outcomes requiring a material adjustment to the Carrying amounts of Assets or Liabilities in future

periods.

(d) Property Plant and Equipment

Property Plant and Equipment are stated at cost, net of accumulated depreciation and accumulated

impairment losses if any. The cost comprises purchase price, borrowing costs if capitalization criteria are

met and directly attributable cost of bringing the asset to its working condition for the intended use and

initial estimate of decommissioning restoring and similar liabilities. Any trade discounts and rebates are

deducted in arriving at the purchase price Such cost includes the cost of replacing part of the plant and

of 414

equipment. When significant parts of plant and equipment are required to be replaced at intervals, the

company depreciates them separately based on their specific useful lives likewise, when a major

inspection is performed its cost is recognized in the carrying amount of plant and equipment as a

replacement if the recognition criteria is satisfied. All other repair and maintenance costs are recognized

in the statement of profit or loss as incurred.

Gains or losses arising from derecognition of property plant and equipment are measured as a difference

between the net disposal proceeds and the carrying amount of the asset and are recognized in the

statement of profit and loss when the asset is derecognized.

(e) Revenue Recognition:

Revenue is recognized when it is earned and no significant uncertainty exists as to its realization or

collection. Revenue from sale of service is recognized on provision of the service, when all significant

contractual obligations have been satisfied, the property in the goods is transferred for price, significant

risk and rewards of ownership are transferred to the customers and no effective ownership is retained.

Sales comprises sale of goods and services, net of trade discounts and include exchange differences

arising on sales transactions.

(f) Foreign Currency Transactions:

Foreign currency transactions are recorded at the exchange rates prevailing on the date of the transaction.

Monetary foreign currency assets and liabilities are translated into Rupees at the exchange rate prevailing

at the Balance Sheet Date. All exchange differences are dealt with in Profit and Loss Account.

(g) Investments:

Investments, which are readily realizable and intended to be held for not more than one year from the date

on which such investments are made, are classified as current investments. All other investments are

classified as long term investments. On initial recognition, all investments are measured at cost. The cost

comprises price and directly attributable acquisition charges such as brokerage, fees and duties. Current

investments are carried in the financial statements at lower of cost and fair value determined on an

individual investment basis. Long term investments are carried at cost. However, provision for diminution

in value is made to recognize a decline other than temporary in the value of Investments. On disposal of

investment, the difference between its carrying amount and net disposal proceeds is charged or credited to

the statement of profit and loss.

(h) Employee Benefits:

Retirement benefit in the form of provident fund is a defined contribution scheme. The contribution to the

provident fund is charged to the statement of profit and loss for the year when an employee renders the

related services. The company has no obligations, other than the contribution payable to the provident

fund & ESIC.

(i) Taxation:

Tax expenses comprises of current and deferred tax. Current income tax is measured at the amount

expected to be paid to the Tax Authorities in accordance with the Income Tax Act‗1961 enacted or

substantively enacted at the reporting date. Deferred Tax Assets or Deferred Tax Liability is recognized

on timing difference being the difference between taxable incomes and accounting income. Deferred Tax

Assets or Differed Tax Liability is measured using the tax rates and tax laws that have been enacted or

substantively enacted at the Balance Sheet date. Deferred Tax Assets arising from timing differences are

recognized to the extent there is a reasonable certainty that the assets can be realized in future.

(j) Borrowing Cost:

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Borrowing Cost includes interest and amortization of ancillary costs incurred in connection with the

arrangement of borrowings. Borrowing costs directly attributable to the acquisition, construction or

production of an asset that necessarily takes a substantial period of time to get ready for its intended use

or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in

the period they occur.

(k) Provisions and Contingent Liabilities:

A provision is recognized when the company has a present obligation as a result of past event; it is

probable that an outflow of resources will be required to settle the obligation, in respect of which a

reliable estimate can be made. Provisions are not discounted to its present value and are determined based

on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each

balance sheet date and adjusted to reflect the current best estimates. Contingent Liabilities are not

recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the

financial statements.

(l) Earnings per share:

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to

equity shareholders by the weighted average number of equity shares outstanding during the period.

of 414

ANNEXURE V – NOTES TO ACCOUNTS (NON ADJUSTING ITEMS)

Emphasis of Matter in the Auditor‘s report on the consolidated financial statements of the Group for the

years/period ended December 31, 2016, March 31, 2016, March 31, 2015, March 31, 2014, March 31,

2013 and March 31, 2012 which do not require any quantitative adjustment in the Restated Consolidated

Summary Statements are as follows:

MARCH 2016

Clause3(iii)

The company has granted unsecured loans to a company covered in the register maintained under section

189 of Companies Act, 2013. The amount outstanding at the end of the year is Rs 3.20 Crores to Farmico

Commodities Ltd and Rs 3.00 Lakhs Kunal Cold Storage Pvt Ltd.

a) As per the opinion of auditors the rate of interest and other terms and condition for such loans

are not prima facie prejudicial to the interest of company.

b) As per the explanation and information given by the management there were no specific terms

and conditions for repayment of principle and interest thereon.

`FARMICO COMMODITIES

Clause3(iii)

a) The company has taken unsecured loan from companies, firms and other parties covered in the

register maintained under section 189 of the companies act 2013 the amount outstanding on

loans taken from such parties on balance sheet date was Rs 14.80 Crore to Excellent Betelnut

Products Pvt Ltd.

b) As per the opinion of auditors the rate of interest and other terms and condition for such loans


c) The loans taken are repayable on demand and no default on the part of the company on

repayment under section 189 of the companies act 2013 of loans to such parties.

Clause3(vii)

a) The company is regular in depositing undisputed statutory dues including provident, employees

state insurance , income tax ,sales tax , wealth tax, service tax, duty of custom, duty of excise,

value added tax, cess and any other dues with appropriate authority. According to the information

and explanation given to us no undisputed arrears of outstanding as at 31st march 2016 for a

period more than 6 months.

b) According to the auditor‘s report for financial year March2016 there were outstanding amounting

Rs. 2.08 Crores with custom authorities at the end of year.

MARCH 2015

Clause3(iii)

The company has granted unsecured loans to a company covered in the register maintained under section

189 of companies act 2013. The amount involved in the transaction is Rs. 1.3 Crores and the number of

parties was one& the amount outstanding at the year end is Rs. 1.3 Crores.

of 414

MARCH 2014

Clause3(iii)

c) The company has taken unsecured loan from companies, firms and other parties covered in the


loans taken from such parties on balance sheet date was Rs 39.24 Lakhs and the number of

parties involved are 5.

d) As per the opinion of auditors the rate of interest and other terms and condition for such loans


e) The loans taken are repayable on demand and no default on the part of the company on

repayment of loans to such parties.

f) There was no overdue amount of loan taken by the company, firm or other parties listed in the

register maintained in the u/s 301 of companies act 1956 as amended now as companies act

2013.

g) The company has granted unsecured loans to parties covered in the register 301of companies act

1956, the amount involved is Rs 2.23 Lakhs and number of parties involved were 2.

MARCH 2013

Clause3(iii)



loans taken from such parties on balance sheet date was Rs 5.53 Crores and number of parties

involved were five .

b) As per the opinion of auditors the rate of interest and other terms and condition for such loans are

not prima facie prejudicial to the interest of company.



d) There was no overdue amount of loan taken by the company, firm or other parties listed in the

register maintained in the u/s 301 of companies act 1956 as amended now as Companies Act

2013.

e) The company has granted unsecured loans to parties covered in the register 301 of Companies

Act 1956, the amount involved is Rs 2.24 Crores.

MARCH 2012

Clause3(iii)


register maintained under section 301 of the Companies Act 1956 the amount outstanding on

loans taken from such parties on balance sheet date was Rs 92.98 Lakhs and number of parties

involved were six .

b) As per the opinion of auditors the rate of interest and other terms and condition for such loans are

not prima facie prejudicial to the interest of company.

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d) There was no overdue amount of loan taken by the company, firm or other parties listed in the

register maintained in the u/s 301 of Companies Act 1956 as amended now as Companies Act

2013.

e) The company has granted unsecured loans to parties covered in the register 301 of Companies

Act 1956, the amount involved is Rs 31.48 Lakhs.

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NOTE 1

ANNEXURE VI

CONSOLIDATED SHARE CAPITAL AS RESTATED (Rs in Lakhs)

Share Capital

As at 31st

December

2016 #

As at 31st

March 2016

As at 31st

March 2015

As at 31st

March 2014

As at 31

March 2013

As at 31

March 2012

Num

ber

of

Shar

es

Amt Nu

mbe

r of

Sha

res

Amt Numb

er of

Shares

Amt Num

ber

of

Shar

es

Amt Num

ber

of

Shar

es

Amt Num

ber

of

Shar

es

Amt

Authorised

Equity Shares

of Rs.100 each 45.00 450.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00

Issued

Equity Shares

of Rs.100 each 32.00 320.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00

Subscribed &

Paid up

Equity Shares

of Rs.100 each

fully paid up 32.00 320.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00

Total 32.00 320.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00

RECONCILIATION OF NUMBER OF SHARES

(Rs in Lakhs)

Particular

As at 31st

December

2016 #

As at 31st

March 2016

As at 31st

March 2015

As at 31st

March 2014

As at 31

March 2013

As at 31

March 2012

Num

ber

of

Shar

es

Amt Nu

mbe

r of

Sha

res

Amt Numb

er of

Shares

Amt Num

ber

of

Shar

es

Amt Num

ber

of

Shar

es

Amt Num

ber

of

Shar

es

Amt

Shares

outstanding at

the beginning

of the

period/year

8.00 80.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00 0.50 50.00

Shares Issued

during the

period/ year

24.00 240.00

0.30 30.00

Shares bought

back during

the period/year

Shares 32.00 320.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00 0.80 80.00

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outstanding at

the end of the

period/year

Details of Shares held by shareholders holding more than 5% of the aggregate shares in the co. (Fig. in

Lakhs)

Name of

Shareholder

As at 31st

December

2016 #

As at 31st

March 2016

As at 31st

March 2015

As at 31st

March 2014

As at 31

March 2013

As at 31

March 2012

No.

of

Shar

es

% of

Holdin

g

No.

of

Sha

res

% of

Hold

ing

No. of

Shares

% of

Hold

ing

No.

of

Shar

es

%

of

Hol

ding

No.

of

Shar

es

% of

Holdi

ng

No.

of

Shar

es

%

of

Hol

ding

Chandraprakas

h P

Wadhwani

3.12 9.75 0.08 9.75% 0.08 9.75% 0.08 9.75% 0.08 9.75% 0.08 9.75%

Ku.Natasa

S.Wadhwani 0.07 8.75% 0.07 8.75% 0.07 8.75% 0.07 8.75%

0.00%

Ku.Sneha

P.Wadhwani 0.04 5.00% 0.04 5.00% 0.04 5.00% 0.04 5.00% 0.04 5.00%

Prakash

U.Wadhwani

HUF

2.92 9.13% 0.07 9.13% 0.07 9.13% 0.07 9.13% 0.07 9.13% 0.07 9.13%

Prakash

U.Wadhwani 3.12 9.75% 0.08 9.75% 0.08 9.75% 0.08 9.75% 0.08 9.75% 0.08 9.75%

Rajesh

U.Wadhwani 0.08 9.38%

Rajesh

U.Wadhwa

HUF

0.05 5.63%

Smt.Geeta P

Wadhwani 10.44 32.63% 0.08 9.38% 0.08 9.38% 0.08 9.38% 0.08 9.38% 0.08 9.38%

Smt.Kanchan

S.Wadhwani 0.00% 0.08 9.50% 0.08 9.50%

0.08 9.38%

Smt. Vidhi C

Wadhwani 7.56 23.63% 0.08 9.38% 0.08 9.38% 0.08 9.38% 0.08 9.38% 0.08 9.38%

Suresh

U.Wadhwani 0.08 9.50% 0.08 9.50%

0.08 9.75%

Suresh

U.Wadhwani

HUF

0.08 9.75%

Farmico Cold

Chain Private

Limited

1.76 5.50% 0.04 5.50% 0.04 5.50% 0.04 5.50% 0.04 5.50% 0.00%

Kunal Cold

Storage Pvt

Ltd

3.08 9.63% 0.08 9.63% 0.08 9.63% 0.08 9.63% 0.08 9.63% 0.00%

of 414

#

1. Face value of Equity shares Rs. 100 Each till FY 2015-16 and from Stub Period Rs. 10 Each. Each holder of

Equity shares was entitled to one Vote per share.

2. Shares Spilt in the ratio 1 : 10 as on 05.07.2016 and Bonus were issued on 17.10.2016 in the ratio of 3:1

3. In the Liquidation of the company, the holders of Equity Shares shall be entitled to receive any of the remaining

assets of the Company, after distribution of all preferential amounts. The amount distributed will be in proportion to

the number of equity shares by the shareholders.

NOTE 2

ANNEXUREVII

CONSOLIDATED RESERVE AND SURPLUS AS RESTATED

(Rs in Lakhs)

Particulars

As at 31st

December

2016

As at 31st

March

2016

As at

31st

March

2015

As at

31st

March

2014

As at 31st

March

2013

As at 31st

March

2012

A. Surplus

Opening balance 208.46 154.18 128.93 109.72 91.65 83.23

(+) Interest on Income

Tax FY 1011

0.19

(+) Earlier Period Tax

Provision Adjustment

1.22

(+) Net Profit/(Net Loss)

For the current year 52.84 54.28 27.53 19.20 18.08 7.63

(-) TDS Refund FY 2008-

09 written off

0.21

(-) Income Tax expense

FY 1011 Adjusted

0.42

(-) Transfer for Issue of

Bonus Shares 240.00

(-) Adjustment in F.A as

per Companies Act,2013

2.28

Closing Balance 21.29 208.46 154.18 128.93 109.72 91.65

B. Revenue Reserve 376.70 346.80 0.40

Total 398.00 555.26 154.58 128.93 109.72 91.65

1. The figures disclosed above are based on the restated unconsolidated summary statement of assets and

liabilities of the Company.

2. The above statement should be read with the notes to restated unconsolidated summary statements of assets

and liabilities, profits and losses and cash flows appearing in Annexure I,II and III.

3. Pursuant to the Enactment of the Companies Act, 2013, the Company has applied the estimated useful

lives as specified in the Schedule II. The Written Down Value of the Fixed Assets whose lives have expired

as at 01st April, 2015 have been adjusted, in the Opening balance of Profit and Loss Account.

of 414

NOTE 3

ANNEXURE VIII

CONSOLIDATED STATEMENT OF MINORITY INTEREST AS

RESTATED

(Rs in Lakhs)

Particulars

As at

31December

2016

As at

31st

March

2016

As at

31st

March

2015

As at

31st

Marc

h 2014

As at

31st

March

2013

As at 31st

March

2012

Farmico Commodities Limited

% Share of Minority 56.85% 56.85% 56.85%

Share of Equity 259.85 259.85 259.85

Share in the Reserve 496.28 456.89 419.56

Total 756.13 716.74 679.41

NOTE 4

ANNEXURE IX

CONSOLIDATED LONG TERM BORROWINGS AS

RESTATED

(Rs in Lakhs)

Particulars

As at 31st

December

2016

As at 31st

March

2016

As at 31st

March

2015

As at 31st

March

2014

As at 31st

March

2013

As at 31st

March

2012

SECURED

(a) Term loans

From Bank & Financial

Institutions

Term Loan 1,744.63 1,795.31 1,835.10 720.67 31.05 43.59

Vehicle Loan 20.08 32.14 120.56

From Others

Subtotal (a) 1,764.71 1,827.45 1,955.66 720.67 31.05 43.59

UNSECURED

Loans from related parties 723.74 40.01 20.95 28.84 28.81

Others 255.00 141.60 20.00 27.50 68.00

Subtotal (b) 978.74 181.61 40.95 56.34 96.81

Total (a+b) 1,764.71 2,806.19 2,137.27 761.62 87.38 140.40

of 414

TERMS AND CONDITION OF LONG TERM LOANS

(Rs in Lakhs)

Sr

No.

Lender Nature of

facility

Purpose Amount

outstanding

as at 31st

December

2016

Rate of

Interest

(%)

Repayment

Terms

Security/ Principle Terms & Conditions

1 Capital First

Ltd.

Term Loan

6.17 cr

Term Loan

7.15cr

Capital

Capital

591.44

682.88

12.50%

12.50%

180 Months

180 Months

1) Exclusive charge in favour of the Lender by way of Property

Proposed for Mortgage at Agriculture Produce Market Committee,

Kalamna Market Yard, NMC House No. 1328/B/1, Ward No. 22,

Mouza Chakhali (Deo), Nagpur, Maharashtra

2 H.D.F.C

Auto Loan

12.70

Lakhs

Vehicle

Loan

10.21 9.75%

48 Months Secured against Hypothecation of Car

TERMS AND CONDITIONS OF LONG THERM LOANS OF FARMICO COMMODITIES LTD

Sr

No.

Lender Nature of

facility

Purpose Amount

outstanding

as at 31st

December

2016

Rate of

Interest

(%)

Repayment

Terms


1. Standard

Chartered

Bank Ltd

Loan against

Property,

Loan Amount

125.00 Lakhs

Purchase

of

commerc

ial

property

116.07

Lakhs

11.25% Repayment

in 144

months

EMI 1.59

Lakhs

Primary Security: Not available,

Collateral security: Unit no. 1006, 10th Flour Hubtown Solaris,

Village Gundavali, N S Phadke marg, Andheri East, Mumbai

400069

Collateral insurance is required through out the period of the loan.

2. Bajaj

Finance Ltd.

Loan against

Property,

Loan Amount

745.06 Lakhs

Capital 680.60

Lakhs 12.04%

Repayment

in 168

months

EMI 9.19

Personal property in Byramji Town of Mr. Rakesh Agrawal

of 414

Sr

No.

Lender Nature of

facility

Purpose Amount

outstanding

as at 31st

December

2016

Rate of

Interest

(%)

Repayment

Terms


Lakhs

3. Alphera

Financial

Services

Auto loan

Loan, Amount

45.00 Lakhs

Vehicle

Purchase

31.87 Lakhs

12.83%

Repayment

in 36 months

EMI 1.51

Lakhs

Loan taken for Audit A8 3.0 TDI

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NOTE5

ANNEXURE X

CONSOLIDATED DEFERRED TAX LIABILITIES (NET) AS

RESTATED

(Rs in Lakhs)

Particulars

As at 31st

December

2016

As at 31st

March

2016

As at 31st

March 2015

As at 31st

March 2014

As at 31st

March 2013

As at 31st

March 2012

Opening Balance of DTL

0.74 1.16 -

Provision for the

Year/Period

(0.51) (0.42) 1.16

Closing Balance of DTL

0.23 0.74 1.16

NOTE 6

ANNEXURE XI

CONSOLIDATED LONG TERM PROVISIONS AS RESTATED

(Rs in Lakhs)

Particulars

As at 31st

December

2016

As at 31st

March

2016

As at 31st

March 2015

As at 31st

March 2014

As at 31st

March 2013

As at 31st

March 2012

Provision for employee

benefits 5.79 5.57 4.57 3.95 4.27 3.17

Total 5.79 5.57 4.57 3.95 4.27 3.17

NOTE 7

ANNEXUREXII

CONSOLIDATED SHORT TERM BORROWINGS AS RESTATED

(Rs in Lakhs)

Particulars

As at 31st

December

2016

As at 31st

March

2016

As at 31st

March 2015

As at 31st

March 2014

As at 31st

March 2013

As at 31st

March 2012

SECURED

(a) Working Capital

Loans from Bank &

Financial Institutions

1,196.16 1,258.68 690.76

707.85 669.50

(b) Buyers' Credit

Facilities 875.45

626.31

UNSECURED

(c) Related Party 911.57 134.57 75.87 18.29 78.12 64.17

(d) Others 835.58 310.00 192.44 17.50 57.00 5.25

Total 3,818.76 1,703.25 1,585.38 35.79 842.97 738.91

of 414

Terms and Condition for Secured Loan (Rs in Lakhs)

Nature of Security and Terms of Repayment for Short Term of Farmico commodities Ltd (Rs

in Lakhs)

Sr

No

.

Lender Nature

of

facility

Loan Amount outstanding

as at 31st December

2016

Rate of Interest (%) Repayment Terms Security/ Principle Terms &

Conditions

1.

Axis

Bank CC

A/C. No.

91603000

3036067

Cash

Credit

Facility

of Rs.

1200.00

Lakhs(

Sub

limit of

LC/Buy

er's

credit

for Rs.

200

Lakhs

Work

ing

capita

l

finan

ce

2071.61 2.20% over Base

Rate ie 11.70 % p.a

The tenure of working

capital loan is 12

Months Subject to

Payable on Demand

/Annual Review.

1. Exclusive Charge on Current

AssetsEquitable Registered

Mortgage on the following

properties:1.Commercial

property at Rachana Galaxy,

Ward No 73, Shop No 2 Upper

Ground Floor & 1st Floor,

Ambazan Road, Shivaji Naggr,

Nagpur in the name of Mr.

Chandraprakash Wadhwoni built

up area 92.760 sq mtrs2.

Commercial property at

Panchmatia Appt, Ward No 72,

Ramdaspeth, Nagpur in the

name of Mr. Chandraprakash

Wadhwani buit up area 67.75 sq.

mtrs3. Commercial property at H

No 618C, Sheet no. 639, survey

no. 472, in Circle No 13/19, Plot

no. D 4, ward no. 44, Craddock

Rd, maskasath. serial no. 2610,


Prakash Wadhwani & M/s

Hemraj Uttamchand Wadhwani

(partners Mr. Prakash

Wadhwani, Mrs. Geeta W/o

of 414

Prakash Wadhwani & Mr.

Suresh Wadhwani) bult up area

80 sq. ft4. Commercial property

at H No 618 C. New corporation

house no. 618 O Sheet no. 639,

survey no. 472. in Circle No

13/19. Plot no. D 4 ward no 44.

Craddock Rd, Maskasath, serial

no. 6725. Nagpur in the name of

Mr. Prakash Wadhwani & M/s

Hemraj Uttamchand(partners r.

Prakash Wadhwani, Mrs. Geeta

W/o Prakash Wadhwani & Mr.

Suresh Wadhwani built up area

1085 sq. ft5. Commercial

property at H No 618/01, New

corporation house no, 618 A

Circle No 13/19, Sheet no. 639,

survey no. 472. ward no, 44,

Ciuddock Rd, Maskasath,

Craddock Rd, Maskasath ltwari,

Nagpur in the name of M/s

Hemraj Uttamchand (partners

Mr. Prakash Wadhwani, Mrs.

Geeta w/o Prakash Wadhwoni &

Mr. Suresh Wadhwani) built up

area 120.88sq. mtrs6.

Commercial property at

Maskasath, Chuna Oli, Itwari

Nagar Ward No 44,Corporate

Structure No 618/O1, New

corporation house no. 618 B

Circle No 13/19, Cradock Road,


Prakash Wadhwani built up area

of 414

122.48 sq. mtrs7. Liquid security

in form of FDR of Rs.0.50

crores under banks lienCollateral

cover of 75% of the entire

working capital limits to be

maintainedGuaranteePersonal

guarantees of following

directorsa. Mr. Prakash

Wadhwanib. Mr. Suresh

Wadhwanic. Chandraprakash

Wadhawanid. Geeta

Wadhwanie. Hemraj

Uttamchand

Letter

of

Credit

Facility

of Rs.

1000.00

Lakhs

(Sub

Limit

Of CC

for Rs.

800

Lakhs)

Work

ing

capita

l

finan

ce

1.25% P.A +

applicable taxes

Inland CC Maximum

usance upto 90 days

Import CC Maximum

usance upto 180 days

1. Goods procured under LC

2. As stipulated for cash credit

facility

Bank

Guarant

ee of

Rs.

300.00

Lakhs(

Sublimi

t of

CC)

Earne

st

mone

y for

tende

rs or

any

other

in

- 1.5% P.A + Taxes Maximum upto 36

months inclusive of

claim period

1. Counter Guarantee of the

borrower

2. As stipulated for cash credit

facility

of 414

conne

ction

with

the

trade

activi

ty of

borro

wer

LER

Limit of

Rs. 100

Lakhs

(Equiva

lent of

forward

cover of

Rs.

1,250

lakhs

Hedg

ing

foreig

n

curre

ncy

risks

As per FEDAI /

Banks Rules

As stipulated for cash credit

facility

of 414

NOTE 8

ANNEXUREXIII

CONSOLIDATED TRADE PAYABLES AS

RESTATED

(Rs in Lakhs)

Particulars

As at 31st

December

2016

As at 31st

March

2016

As at 31st

March

2015

As at 31st

March

2014

As at 31st

March

2013

As at 31st

March 2012

(a)Sundry Creditors for

goods 7,159.44 1,323.39 1,563.58

Total 7,159.44 1,323.39 1,563.58

NOTE 9

ANNEXUREXIV

CONSOLIDATED OTHER CURRENT LIABILITIES AS

RESTATED

(Rs in Lakhs)

Particulars

As at 31st

December

2016

As at 31st

March

2016

As at 31st

March

2015

As at 31st

March

2014

As at 31st

March

2013

As at 31st

March 2012

(i) Current maturities of

Long Term Debt 348.35 348.35 305.68 49.89 12.55 20.75

(i.e. Term Liability

classified as current)

(ii) Statutory

Remittance 9.55 19.77 29.95 0.10 0.31 0.25

(iii) Due against Capital

Expenditure

(iv) Others

Advances from debtors 17.63 1.02 0.66 0.19 0.02

Creditors other than for

goods 0.84 11.25 14.89 1.88 7.24 1.38

Expenses payable 0.57 5.67 1.40 0.92 0.86 0.58

Employee benefit

Payable 3.45 2.56 1.70 1.56 1.34 0.91

Machinery Loan Interest

Book Overdraft

2.17

Total 380.39 388.62 354.27 54.54 24.48 23.86

of 414

NOTE 10

ANNEXUREXV

CONSOLIDATED SHORT TERM PROVISIONS AS RESTATED (Rs in Lakhs)

Particulars

As at 31st

December

2016

As at 31st

March

2016

As at 31st

March

2015

As at 31st

March

2014

As at 31st

March

2013

As at 31st

March

2012

Provision For

(i) Income Tax 53.06 33.02 38.48 7.75 8.43 3.52

Total 53.06 33.02 38.48 7.75 8.43 3.52

of 414

NOTE11

ANNEXUREXVI

CONSOLIDATED PROPERTY PLANT AND EQUIPMENT AS RESTATED

(Rs. In Lakhs)

Particulars Land Building Plant and

Machinery

Furniture

& Fixtures

Motor Car Computer Vehicles Office

Equipments

Electrifications Total

Gross Block

As at April 01, 2011 43.30 183.67 138.58 2.77 1.49 52.33 422.13

Additions/(Deletion) 13.08 19.74 35.20 1.15 1.83 28.12 99.11

As at March 31, 2012 56.38 203.40 173.78 3.92 3.32 80.44 521.24

As at April 01, 2012 56.38 203.40 173.78 3.92 3.32 80.44 521.24

Additions/(Deletion) 6.43 11.82 0.32 0.39 9.52 28.49

As at March 31, 2013 56.38 209.84 185.60 4.24 3.71 89.96 549.73

As at April 01, 2013 56.38 209.84 185.60 4.24 3.71 89.96 549.73

Additions/(Deletion) 1.05 11.63 0.03 0.88 13.58

As at March 31, 2014 56.38 210.88 197.22 4.27 3.71 90.84 563.32

As at April 01, 2014 60.34 210.88 197.22 9.23 143.00 9.04 0.52 18.12 90.84 739.19

Additions/(Deletion) 195.51 37.57 1.83 1.15 30.00 2.59 0.63 5.05 274.32

As at March 31, 2015 255.85 248.45 199.06 10.38 173.00 11.63 0.52 18.74 95.89 1,013.51

As at April 01, 2015 255.85 248.45 199.06 10.38 173.00 11.63 0.52 18.74 95.89 1,013.51

Additions/(Deletion) 13.47 0.60 (59.62) 6.08 0.28 0.19 (39.01)

As at March 31, 2016 255.85 248.45 212.53 10.97 113.38 17.71 0.52 19.02 96.08 974.51

As at April 01, 2016 255.85 248.45 212.53 10.97 113.38 17.71 0.52 19.02 96.08 974.51

Additions/(Deletion) 9.91

2.25 3.23 9.72 0.16

0.03 0.15 25.44

As at December 31,

2016 265.75 248.45 214.78 14.20 123.10 17.87 0.52 19.04 96.23 999.95

Accumulated

Depreciation

As at April 01, 2011 115.66 119.71 2.47 0.54 40.75 279.13


As at March 31, 2012 121.69 128.04 3.04 0.68 43.98 297.43

of 414

As at April 01, 2012 121.69 128.04 3.04 0.68 43.98 297.43


As at March 31, 2013 128.51 137.34 3.69 0.85 47.84 318.22

As at April 01, 2013 128.51 137.34 3.69 0.85 47.84 318.22


As at March 31, 2014 135.55 147.61 4.27 1.03 52.14 340.59

As at April 01, 2014 135.55 147.61 4.60 74.46 8.25 0.28 8.04 52.14 430.94

Charge for the Year 1.47 3.02 1.55 30.00 0.61 0.07 3.99 27.05 67.77

Adjustments in

Depreciation under

Companies Act, 2013

0.29 4.96 5.25

As at March 31, 2015 137.02 150.64 6.15 104.46 9.16 0.35 17.00 79.19 503.97

As at April 01, 2015 137.02 150.64 6.15 104.46 9.16 0.35 17.00 79.19 503.97


Adjustment for Asset

sold

71.61 71.61

As at March 31, 2016 139.46 154.77 7.35 51.49 10.52 0.40 17.69 81.65 463.32

As at April 01, 2016 139.46 154.77 7.35 51.49 10.52 0.40 17.69 81.65 463.32


As at December 31, 2016 141.29 158.45 8.45 63.50 11.60 0.42 17.98 83.49 485.20

Net Block

As at March 31, 2012 56.38 81.71 45.73

0.88

2.64 36.47 223.81

As at March 31, 2013 56.38 81.33 48.26

0.56

2.86 42.12 231.52

As at March 31, 2014 56.38 75.34 49.61

2.68 38.71 222.72

As at March 31, 2015 255.85 111.43 48.42 4.23 68.53 2.47 0.18 1.74 16.70 509.55

As at March 31, 2016 255.85 108.99 57.76 3.62 61.89 7.19 0.13 1.33 14.44 511.19

As at December 31, 2016 265.75 107.16 56.33 5.76 59.59 6.27 0.10 1.06 12.73 514.75

of 414

CONSOLIDATED STATEMENT OF INTANGIBLE ASSETS AS RESTATED (Rs in Lakhs) Annexure VII

Particulars Goodwill Total

As at 31st March 2012



As at 31st March 2015 59.33 59.33

As at 31st March 2016 377.39 377.39

As at 31st December 2016 377.39 377.39

Note: Capital Subsidy received from NHB for Rs. 27,00,000.00 has been reduced from cost of Plant &

Machinery.

(a) The Company has revised useful life of certain assets as per the useful life specified in the schedule II

of the Companies Act,2013 or as reassessed by the company.

(b) Fixed Assets were revalued on 31st march 2016. The revaluation reserve of amount Rs. 19,37,10,307

has been adjusted in restated financials against property ,plant and equipment.

(c) Up to March 31st 2014 depreciation on fixed assets is provided on written down value method (WDV)

at the rate and manner prescribed in schedule XIV of the Companies Act, 1956 over their useful life. w.e.f

April 1st 2014 depreciation is provided based on useful life of asset as prescribed in schedule II of

Companies Act 2013 except non charging of 100% depreciation on assets costing below Rs. 5000. The

carrying amount as on April 1st 2014 is depreciated over the balance useful life of asset.

Depreciation on additions to the assets and the assets sold or disposed off, during the year is

provided on Prorata basis, at their respective useful life or rate of depreciation as prescribed with

reference to the date of acquisition / installation or date of sale / disposal."

NOTE 12

ANNEXURE VIII

CONSOLIDATED NON CURRENT INVESTMENTS

AS RESTATED (Rs. In Lakhs)

Particulars As at 31st

December

2016

As at 31st

March

2016

As at 31st

March

2015

As at 31st

March

2014

As at 31st

March

2013

As at 31st

March

2012

(a) Investment in Property

(b) Investment in Equity

Instruments

In Unquoted Fully paid up Equity

Shares of Subsidiary 11.00 11.00 11.00

(c) Other Non Current

Investments 3.00 3.00 3.00

Aggregate amount of unquoted

Investments 14.00 14.00 14.00

Aggregate Cost of Quoted

Investment

Aggregate Cost of Unquoted 14.00 14.00 14.00

of 414

Investment

Aggregate Market Value of

Quoted

Total 14.00 14.00 14.00

NOTE 13

ANNEXURE XIX

CONSOLIDATED DEFERRED TAX ASSET (NET) AS

RESTAED

(Rs. In Lakhs)


December

2016

As at 31st

March

2016

As at 31st

March

2015

As at 31st

March

2014

As at 31st

March

2013

As at 31st

March

2012

Opening Balance of DTA 13.71 15.54 6.84

Add: Provision for the Year/Period (4.30) (1.83) 8.70

Closing Balance of DTA 9.41 13.71 15.54

of 414

NOTE 14

CONSOLIDATED LONG TERM LOANS AND ADVANCES AS RESTATED

ANNEXURE

XX

(Rs. In Lakhs)


December

2016

As at 31st

March

2016

As at 31st

March

2015

As at 31st

March

2014

As at

31st

March

2013

As at

31st

March

2012


Good)

a. long term loans and advances

recoverable from

Directors/Promoters/Promoter

Group/ Associates/ Relatives of


1.23 3.00

b. Other Long Term Loans &

Advances

Security Deposits 300.24 135.28 411.27 37.50 5.86 5.63

Advances to Farmers

688.24 765.91 715.26

Advance against Capital

Expenditure 2.01

Staff Advance/Salary Advance

1.86 1.09

Advances to Others 102.29 100.54 154.28 41.29 45.28 43.52

(recoverable in cash or kind or

for value to be received)

Total 402.54 237.83 565.55 767.03 820.14 768.50

of 414

NOTE 15

ANNEXUREXXI

CONSOLIDATED INVENTORIES AS RESTATED

(Rs in Lakhs)


December

2016

As at 31st

March

2016

As at 31st

March 2015

As at 31st

March

2014

As at 31st

March 2013

As at 31st

March 2012

a. Raw Materials and

components

(Valued at Cost as per FIFO

Method)

b. Work in progress

(Valued At Estimated Cost)

c. Finished goods 3,399.52 1,609.02 2,346.44

(Valued At Lower of Cost

or NRV)

d. Stores and spares &

Packing Materials

(Valued at Lower of Cost or

NRV as per FIFO Method)

Total 3,399.52 1,609.02 2,346.44

NOTE 16

ANNEXUREXXII

CONSOLIDATED TRADE RECEIVABLES AS RESTATED (Rs in Lakhs)


December

2016

As at 31st

March

2016

As at 31st

March 2015

As at 31st

March

2014

As at 31st

March 2013

As at 31st

March 2012


Good)

a. From

Directors/Promoters/

Promoter

Group/Associates/

Relatives of Directors /

Group Companies

Over Six Months 398.92

73.32

0.17

Others 5,971.42 24.95 0.27 0.68 0.22

b. From Others

Over Six Months 41.16 149.14 181.72 38.32 4.16 7.81

Others 2,368.34 1,531.34 1,087.52 30.56 3.73 49.61

Total 8,779.84 1,705.43 1,342.83 69.56 8.11 57.58

of 414

NOTE 17

ANNEXUREXXIII

CONSOLIDATED CASH AND BANK BALANCES AS RESTATED (Rs in Lakhs)

Particulars

As at 31st

December

2016

As at 31st

March

2016

As at 31st

March 2015

As at 31st

March

2014

As at 31st

March 2013

As at 31st

March 2012

a. Cash & Bank

Equivalent

Cash on hand* 96.98 2.79 18.19 0.92 5.36 3.02

Balances with banks in

current accounts 41.78 263.34 40.05 2.63

0.93

Total 138.75 266.12 58.24 3.55 5.36 3.95

NOTE 18

ANNEXUREXXIV

CONSOLIDATED SHORT TERM LOANS AND ADVANCES AS RESTATED (Rs in Lakhs)


December

2016

As at 31st

March 2016

As at 31st

March

2015

As at 31st

March

2014

As at 31st

March 2013

As at 31st

March 2012


Good)

a. Loans and advances to

Directors/Promoters/Prom

oter Group/ Associates/

Relatives of


748.79 298.65 666.09 2.23

28.48

b. Others

Loans and advances to

Others 140.50 1,620.16 271.51

Staff Advance/Salary

Advance 1.91 1.23 0.65

Advance to creditors 19.05 694.03 101.08

Advances to others 18.65 206.43 526.25 7.03 92.86 0.35

Custom duty receivable 61.68 48.20 116.05

VAT Carried Forward

4.41

Deposits others 22.04 3.83 3.83

Total 1,012.62 2,876.94 1,685.44 9.25 92.86 28.83

of 414

Note: The Amount Advance by Company to Farmers Could not be Verified and the Confirmation in Respect of

Same Have not been received from company

NOTE 19

ANNEXURE XXV

CONSOLIDATED OTHER CURRENT ASSETS AS RESTATED (Rs in Lakhs)


December

2016

As at 31st

March

2016

As at 31st

March 2015

As at 31st

March

2014

As at 31st

March 2013

As at 31st

March 2012

a. Prepaid Expenses 2.45 0.41 0.41 0.69

b. Interest Receivable

0.23

c. Share Issue Expenses 5.00

Total 7.45 0.41 0.64 0.69

NOTE 20

ANNEXURE XXVI

CONSOLIDATED REVENUE FROM OPERATIONS AS

RESTATED

(Rs. In Lakhs)


ended

31ST

December

2016

For the

year ended

31st March

2016

For the

year ended

31st March

2015

For the

year ended

31st March

2014

For the

year ended

31st March

2013

For the year

ended 31st

March 2012

Sales of Traded Goods 12,055.96 9,137.84 10,233.12

Sales of Manufactured

Goods

Sale of Services 259.56 275.07 239.69 265.99 255.39 201.27

T O T A L 12,315.51 9,412.91 10,472.81 265.99 255.39 201.27

NOTE 21

CONSOLIDATED OTHER INCOME AS

RESTATED

ANNEXURE XXVII

(Rs. In Lakhs)

Particular

For the

Period ended

31ST

December

2016

For the

year ended

31st

March

2016

For the year

ended 31st

March 2015

For the year

ended 31st

March 2014

For the

year ended

31st

March

2013

For the year

ended 31st

March 2012

Interest From Parties 26.59 62.00 48.19 6.95

Interest on FDR 10.87 125.94 28.17 0.23

Depb Premium A/c

0.67

Sales Commission

0.39

Profit on sale of Car

6.48

VAT Written off

2.78

of 414

Income from star union

Daichi Money back

policy 9.10

Total 46.56 197.59 77.03 7.18

CONSOLIDATED OTHER INCOME AS RESTATED

(Rs in Lakhs)

Particulars For the

Period

ended

31ST

December

2016

For the

year

ended

31st

March

2016

For the

year

ended

31st

March

2015

For the

year

ended

31st

March

2014

For the

year

ended

31st

March

2013

For the

year

ended

31st

March

2012

Nature

Net Profit Before Tax as

Restated 183.66 176.50 167.49 28.24 27.10 12.55

Percentage 25.35% 111.95% 45.99% 25.41% 0.00% 0.00%

Source of Income

Profit on Sale of Car

6.48

Non recurring

and not

related to

business

activity.

VAT Written off

2.78

Income from star union

Daichi Money back policy 9.10

Depb Premium A/c

0.67

Non

Recurring and

related to

business

activity.

Sales Commission

0.39

Recurring and

related to

business

activity.

Interest income 37.46 187.94 76.35 7.18

Recurring and

not related to

business

activity.

Total Other income 46.56 197.59 77.03 7.18

of 414

NOTE 22

ANNEXURE XXVIII

CONSOLIDATED PURCHASE OF TRADED GOODS AS RESTATED

(Rs in Lakhs)


ended

31ST

December

2016

For the year

ended 31st

March 2016

For the year

ended 31st

March 2015

For the year

ended 31st

March 2014

For the

year ended

31st

March

2013

For the year

ended 31st

March 2012

Purchase of

Trading Goods 12,912.68 7,710.36 9,516.85 - - -

Total 12,913 7,710 9,517 - - -

NOTE 23

ANNEXURE XXIX

CONSOLIDATED CHANGES IN INVENTORY OF STOCK IN TRADE AS RESTAED

(Rs. In Lakhs)


ended

31ST

December

2016

For the year

ended 31st

March 2016

For the year

ended 31st

March 2015

For the year

ended 31st

March 2014

For the

year ended

31st

March

2013

For the year

ended 31st

March 2012

Inventories at

the end of

year

Finished Goods 3,399.52 1,609.02 2,346.44 - - -

Inventories at

the Beginning

of the Year

-

Finished Goods 1,609.02 2,346.44 2,143.64 - - -

Net

(Increase)/Decr

ease

(1,790.50) 737.42 (202.80) - - -

NOTE 24

ANNEXURE XXX

CONSOLIDATED EMPLOYEE BENEFIT EXPENSES AS RESTATED (Rs in Lakhs)

Particular For the

period ended

31ST

December

2016

For the year

ended 31st

March 2016

For the

year ended

31st

March

2015

For the

year ended

31st

March

2014

For the

year ended

31st

March

2013

For the

year ended

31st

March

2012

Director

Remuneration 13.70 17.00 16.80 3.60 3.60 3.60

Salary & 25.82 22.91 23.18 15.00 13.53 12.33

of 414

Allowances

Labour Welfare

Fund 1.08 3.15 1.51 0.01 0.02 0.03

Gratuity Expenses 0.29 1.01 0.64 0.32 1.21 3.17

Bonus Exp 2.67 0.87 0.70

Total 43.56 44.94 42.83 18.29 18.36 19.13

NOTE 25

ANNEXURE XXXI

CONSOLIDATED FINANCE COST AS RESTATED (Rs in Lakhs)

Particular For the

Period ended

31ST

December

2016

For the year

ended 31st

March 2016

For the

year ended

31st

March

2015

For the

year ended

31st

March

2014

For the

year ended

31st

March

2013

For the

year ended

31st

March

2012

Bank Charges &

Interest 0.12 18.37 17.81 2.45 2.63 3.59

Interest on

Unsecured Loan 95.97 93.02 70.34 13.17 17.80 13.65

Interest on Term

Loan 122.64 158.61 112.94 43.04 7.56 4.99

Interest on CC 192.92 218.86 206.80 71.67 101.36 100.96

Interest On TDS 0.99 0.89 1.64 0.02

Loan Processing

Expenses\Registrati

on Charges

25.00 3.20 14.07

Brokerage 0.35 2.14 7.25

Interest On Income

Tax 3.84 4.44 3.39 0.93 0.37 0.19

Total 416.82 521.33 423.38 145.36 129.71 123.39

NOTE 26

ANNEXURE XXXII

CONSOLIDATED OTHER EXPENSES AS RESTATED

(Rs in Lakhs)

Particular

For the period

ended

31ST Dec

2016

For the year

ended 31st

March 2016

For the

year ended

31st

March

2015

For the

year ended

31st

March

2014

For the

year ended

31st

March

2013

For the

year ended

31st

March

2012

Direct Expenses Electric Exp 29.87 37.12 35.22 27.40 27.66

Power & Fuel

Expenses 0.30

0.77 0.49

Water Bill Expenses 0.51 0.52 2.90 1.16 0.99 0.83

of 414

Agency Charges

Paid (C&F) 11.06 3.65 6.42

Bank & P & T ( T T

) Charges (Pur) 0.83 2.64

Carting & Hamali

( Loading

Unloading)

6.01 2.12 3.26

Custom Duty

(Import) Paid A/c 226.80 151.36 224.62

Finishing Sorting &

Repacking Exp

Import Clearing Exp 106.93 69.09 77.02

Packing Material 0.44

Transportation

Charges Paid

(Consignment)

94.01 6.59 6.98

Cold

Storage/Warehouse

Exp A/c

7.43 11.04 23.20

Local Body Tax 0.72

Indirect expense Architect Fees

0.20

Advertising

Expenses 0.32 0.10 0.10 0.07

Audit Fees 0.60 1.05 0.50 0.40 0.40

Account Written Off 0.15

Brokerage A/C.

22.57 17.06 1.57 2.09 1.22

Building

Maintenance

Expenses

1.22 2.02 1.65 1.90 0.82 0.59

Miscellaneous

Expenses 0.01

1.04

Chamber Setting

Charges 0.91 1.59

Cold Storage

Maintenance Exp 2.60 5.06 4.44 4.42 3.04 2.00

Computer

Maintenance Exp 0.63 1.17 0.77 0.33 0.20 0.38

Consultancy

Charges ESIC/PF 0.08 0.63 0.06 0.21 0.21 0.18

Conveyance

Expenses 2.72 2.06 3.86 0.72 1.00 2.71

Corporation Tax

Exp 1.76 1.70 1.70 1.70 1.70

Donation 0.06 0.02 0.10

Electric 1.04 2.81 3.36 0.75 1.35 0.84

of 414

Maintenance Exp

Entertainment &

Guest Welfare

Expenses

1.07 0.35 0.63

Ethelin Gas

Purchase 0.44 1.64 2.99 1.64 1.22 1.26

FSSAI Modification

fees 0.08

General Expenses

Exp 0.85 0.60 2.05 0.60 0.66 0.85

Diesel For

Generator 0.82 1.20 1.37 1.57 1.44

Inspection Charges

Exp

0.15 0.07 0.16 0.24

Insurance Expenses 4.69 8.30 11.76 3.28 1.78 2.79

Internal Audit Fees

0.20 0.40 0.60 0.60

Interest On Vat

1.63 7.08

Interest paid on GIT 0.63

TDS Penalty

Charges

0.04

Laboratory Testing

Charges 0.03

Legal &

Professional

Expenses 5.37 14.10 9.75 1.56 5.00 2.27

License Expense 0.32 0.23

Local Body Tax

0.03 1.14

Machinery

Maintenance

Expenses

2.09 2.70 8.14 3.74 2.61 3.45

Membership &

Subscription 0.12 0.33 0.38

Office Exp 2.66 3.33 1.62 0.56 0.36 0.42

Penalty Charges

(Esic & PT) 0.16 0.00 0.53

Vat Penalty 0.05 0.04 0.05

Vat Tax Paid

(Assessment) 2.09

Pooja Exp 0.04 0.08 0.21 0.50 0.40 0.30

Pollution Expense 0.35

Power And Fuel 0.05 0.29

Postage & Telegram

A/c 0.86 0.45 0.38

Professional

Charges A/c 19.32 5.25 5.01

of 414

Roc Fees 3.62

Rent Rates & Taxes 1.80 3.81 3.61

Repair &

Maintenance 2.12 3.21 3.02

Rounded Off &

Discount (0.01) 0.65 2.70

Sale commission

paid 8.00

Security Charges 0.97 2.37 3.32 1.23 1.16 0.89

Stationery &

Printing Expenses 1.11 0.91 1.10 0.75 0.52 0.51

Sundry Exp W/O 0.01 0.04

1.00 1.11 0.33

Telephone Exp 5.14 5.13 9.40 0.47 0.42 0.52

Travelling Expenses 22.44 11.67 27.32

0.22 0.47

Transportation

Charges Paid 6.05

0.52

Professional Tax

Expense 0.08

0.68

Total 573.97 388.99 534.32 58.90 59.43 27.90

of 414

CONSOLIDATED CAPITALIZATION STATEMENT AS

AT 31/12/2016

ANNEXURE

XXXIII

(Rs. In Lakhs)

Particulars Pre Issue Post Issue

Borrowings

Short term debt (A) 4,167.11 4,167.11

Long Term Debt (B) 1,764.71 1,764.71

Total debts (C) 5,931.82 5,931.82

Shareholders‟ funds

Equity share capital 320.00 [•]

Reserve and surplus as restated 398.00 [•]

Total shareholders‟ funds 718.00 [•]

Long term debt / shareholders funds 2.46 [•]

Total debt / shareholders funds 8.26 [•]

Notes:

1. The figures disclosed above are based on restated statement of Assets and Liabilities of the Company

as at last audited period(may be quarter)

2. Short term Debts includes current maturities of long term debt.

3. For post issue Capitalization calculation has to been done considering the allotment of shares in the

IPO.

Accordingly the figures of post issue of equity share capital and reserves & surplus has been adjusted.

The figure of short term/long term debt as appearing in last audited period has only been considered for

post issue debt calculation.

of 414

ANNEXURE XXXIV

CONSOLIDATED RELATED PARTY TRANSACTION AS RESTATED (Rs in Lakhs)

Name

Nature of

Transaction

Amount of

Transactio

n

debited

till

31.12.2016

Amount of

Transactio

n

credited

till

31.12.2016

Amount

Outstand-

ing as on

31.12.16

(Payable/

Receivable

Amount

of

Transact

ion

debited

during

2015-16

Amount

of

Transact

ion

credited

during

2015-16

Amount

Outstandin

g

as on

31.03.16

(Payable)/

Receivable

Amount of

Transactio

n

debited

during

2014-15

Amount of

Transactio

n

credited

during

2014-15

Amount

Outstandin

g

as on

31.03.15

(Payable)/

Receivable


Remuneration - 0.10 0.19 - 0.10 - - - -


Remuneration - 2.80 (2.67) - 3.60 - - 3.60 (1.02)

Chandraprakash

Wadhwani

Director

Remuneration - 0.90 (1.95) - 0.10 - - - -

Chandraprakash

Wadhwani Loan

- - - - 1.00 - - - -

Hemraj Uttamraj Loan 62.52 242.91 - - - - - - -

Om Trading Co Sale of

Services 1.80 - 1.86 - - - - - -

Om Trading Co Loan - - - - - - 30.70 82.50 -

Rajesh Spices Sale of

Services 0.25 - 0.25 0.32 - - 0.39 - 0.17

Rajesh Spices Loan - - - - - - 176.51 314.20 (54.85)

Suresh Exports Sale of

Services 0.96 - (0.06) 1.09 - - 2.52 - 0.10

Suresh Exports Loan 127.95 90.35 37.61 266.04 266.04 - 133.05 129.60 -

Farmico Commodities

Trading Pvt. Ltd.

Sale of

Services 4.50 - 4.05 9.12 - - 11.71 - 1.76

Farmico Commodities

Trading Pvt. Ltd. Loan

25.56 409.54 (64.36) 722.41 402.79 319.62 - - -

Kunal Cold Storage Pvt. Loan - - - - 78.65 (3.00) 79.40 3.75 75.65

of 414

Ltd.


Ltd. Loan

22.66 35.87 2.06 - - - - - -

Vidharba Cold Storage

Pvt. Ltd. Loan

- - - - - - 55.15 - 55.15

Excellent Betelnut

Product Pvt Ltd. Loan

680.57 1.46 679.11 - - - - - -

Wadhwani Traders Loan - - - - - - - - -

Name

Nature of

Transaction

Amount of

Transactio

n

debited

during

2013-14

Amount of

Transactio

n

credited

during

2013-14

Amount

Outstandin

g

as on

31.03.14

(Payable)/

Receivable

Amoun

t of

Transa

ction

debited

during

2012-13

Amount

of

Transac

tion

credited

during

2012-13

Amount

Outstandin

g

as on

31.03.13

(Payable)/

Receivable

Amount

of

Transac

tion

debited

during

2011-12

Amount

of

Transacti

on

credited

during

2011-12

Amount

Outstanding

as on

31.03.12

(Payable)/

Receivable

Suresh Wadhwani

Director


Prakash Wadhwani

Director

Remuneration - 3.60 (1.61) - 3.60 - - 3.60 -

Chandraprakash

Wadhwani

Director


Chandraprakash

Wadhwani Loan - - - - - - - - -

Hemraj Uttamraj Loan - - - - - - - - -

Om Trading Co Sale of Services - - - - - - - - -

Om Trading Co Loan 52.00 - 51.80 - - - - - -

Rajesh Spices Sale of Services 0.56 - (0.02) 0.30 - 0.22 0.01 - 0.04

Rajesh Spices Loan 126.16 43.32 82.84 - - - - - -

Suresh Exports Sale of Services 0.48 - 0.13 0.21 - 0.01 - - -

Suresh Exports Loan 229.50 168.31 (3.45) 224.70 289.33 (64.63) 182.09 239.18 (57.10)

Farmico Commodities Sale of Services 0.55 - 0.55 - - - - - -

of 414

Trading Pvt. Ltd.

Farmico Commodities

Trading Pvt. Ltd. Loan 27.36 0.23 22.30 - 0.28 (4.86) - - -

Kunal Cold Storage

Pvt. Ltd. Loan - - - - - - 9.49 - 9.49

Farmico Cold Chain

Pvt. Ltd. Loan - - - - - - 9.53 - 9.49

Vidharba Cold Storage

Pvt. Ltd. Loan - - - - - - 9.53 - 9.49

Excellent Betelnut

Product Pvt Ltd. Loan - - - - - - - - -

Wadhwani Traders Loan - - - - 1.77 1.23 3.00 - 3.00

of 414

(Rs in Lakhs)

Name Nature of

Transaction

Amount of

Transaction

debited

during

31/12/2016

Amount of

Transaction

credited

during

31/12/2016

Amount

Outstanding

31/12/2016

(Payable)/

Receivable

Amount

of

Transacti

on

debited

during

2015-16

Amount of

Transactio

n

credited

during

2015-16

Amount

Outstandin

g

as on

31.03.16

(Payable)/

Receivable

Amount

of

Transactio

n

debited

during

2014-15

Amount

of

Transacti

on

credited

during

2014-15

Amount

Outstandin

g

as on

31.03.15

(Payable)/

Receivable

Chandraprakash

Wadhwani

Loans (Asset)

Director

remuneration 12.00

12.00

Loans

(Liability)

Commission

Paid 8.00

Loans (Asset) 294.51 298.63 (4.12) 669.28 844.38

139.59 71.00 175.09

Excellent Betelnut

Products Pvt Ltd

purchases 634.17 371.00

2,628.03 1,928.39 667.64 3.00

3.00

Sales 1,259.15 817.00 1,372.96

Loans (Asset) 139.15 1,619.23 0.60 1,489.65 43.96 1,480.68

Gourmet

International Loans (Asset) 3.75 13.07

15.78 6.46 9.32

Hemraj Uttamchand Rent Paid

0.60

0.60

Kiana Agro Loans (Asset)

7.00

7.00

7.00

Kunal Cold Storage

Pvt. Ltd.

Cold storage

expenses

other expenses 0.21 0.21

0.17 0.17

Loans

(Liability)

LRK Infra Pvt Lmt Loans (Asset)

0.22 0.93

0.71

0.71

Om Trading

Company

Purchase

161.97 (44.76) 37.40 393.15 (361.47)

5.72

Sales 402.71

131.89

of 414

Rajesh Spices Purchase

340.05 (340.05) 25.47 25.47

26.30 32.23

Loans (Asset) 1.56 1.55 0.01 7.39 97.39

250.00 210.00 90.00

Rajesh U Wadhwani Interest Paid

2.28

Loans

(Liability) (19.33) 20.68

(19.33) 0.23 2.28 (40.01)

Rakesh Sharma Loans

(Liability)

Radiance Global

Purchase

Loan (Asset)

144.80 144.80

Sales

73.32

367.66 143.45 73.32

Radiance Erector Pvt

Ltd Flat purchase

Sangeeta Sharma Loans (Asset)

5.29

5.30 6.00 5.29

Suresh Exports

Sales 1,244.43 340.55 965.94 62.06

Purchase

290.34

91.50

91.50

Depb Purchase

9.90

Loans (Asset)

434.97 527.52 (130.49) 505.16 590.93 (37.94)

Suresh U Wadhwani

Director

remuneration 1.20

1.20

Loans

(Liability)

Commission

Paid

Loans (Asset)

1.08

28.82 54.02 (1.08) 69.85 22.80 24.12

Suresh U

Wadhwani(HUF)

Loans

(Liability)

Vidhi C Wadhwani Loans (Asset) 51.88 51.88

47.05 57.82

12.73 6.26 10.77

Wacot Retails Pvt Ltd Sales

25.54 0.59 24.95 26.56

Loans (Asset) 20.00 45.00 (25.00) 10.05 85.13

34.01 42.11 75.08

Vidharba Cold

Storage Pvt. Ltd.

Cold storage

expenses 0.19 0.21 (0.03) 0.20 0.20

Farmico Cold Storage Cold storage 0.45 4.50 (4.05) 10.88 9.12

10.49 11.71 (1.76)

of 414

Ltd. expenses

Interest Paid

5.64

6.21

Interest Recd.

Loans

(Liability) 419.05 45.22 54.21 413.69 733.31 (319.62) 620.59 598.29

Wadhwani Impex Depb Purchase

Wadhwani Infra P.

Ltd

Interest Paid

Loans (Asset)

93.67 105.84 109.70 93.67 97.53

97.53

Loans

(Liability) 634.54 249.08

Wadhwani

Parmeshwari Cold

Storage Pvt Ltd

Cold storage

expenses 0.45 4.50 (4.05) 5.91 2.17

8.81 12.55 (3.74)

Interest Recd.

Interest Paid

34.24

39.02

Loans

(Liability) 352.51 68.93 (419.63) 208.40 911.62 (703.22) 216.16 93.55

of 414

CONSOLIDATED SUMMARY OF ACCOUNTING RATIOS AS

RESTATED ANNEXURE XXXV

(Rs. in lakhs)

Ratios As at 31st

December

2016

As at

31st

March

2016

As at

31st

March

2015

As at

31st

March

2014

As at 31st

March 2013

As at 31st

March 2012

Restated PAT as per P& L

Account 122.14 119.95 111.85 19.20 18.08 7.63

Weighted Average Number of

Equity Shares at the end of the

Year/Period

14.55 0.80 0.80 0.80 0.80 0.50

Weighted Average Number of

Equity Shares at the end of the

Year/Period after adjustment

for issue of bonus shares

14.55 0.80 0.80 0.80 0.80 0.50

No. of equity shares at the end

of the year/period 32.00 0.80 0.80 0.80 0.80 0.80

No. of equity shares at the end

of the year/period after

adjustment for issue of bonus

shares

32.00 0.80 0.80 0.80 0.80 0.80

Net Worth 718.00 635.26 234.58 208.93 189.72 171.65

Earnings Per Share

Basic & Diluted 3.82 14.99 13.98 2.40 2.26 1.53

Basic & Diluted after bonus 3.82 3.75 3.50 0.60 0.56 0.26

Return on Net Worth (%) 17.01% 18.88% 47.68% 9.19% 9.53% 4.45%


(Rs) before bonus 22.44 79.41 29.32 26.12 23.72 21.46


(Rs) after bonus 22.44 19.85 7.33 6.53 5.93 5.36

Nominal Value per Equity

share (Rs.) 10.00 100.00 100.00 100.00 100.00 100.00

Note: Weighted Average Number of Equity Shares for the FY 2011-12, 2012-13, 2013-14, 2014-15 & 2015-16

has been recalculated after considering Face value of Rs. 10 per share for calculation of EPS to make it

comparable with Stub period. Since Face value of Shares in December 31, 2016 is Rs. 10 & in Prior period was

Rs. 100

1. The ratios have been Computed as per the following formulas:

(i) Basic Earning per Share

Consolidated Restated Profit after Tax available to equity shareholders

Weighted average number of equity shares outstanding at the end of the year / period

(ii) Net Asset Value (NAV) per Equity Share

Consolidated Restated Net worth of Equity Share Holders

Number of equity shares outstanding at the end of the year / period

of 414

(iii) Return on Net Worth (%)

Consolidated Restated Profit after Tax available to equity shareholders

Consolidated Restated Net worth of Equity Share Holders

2. Net Profit as restated, as appearing in the statement of profit and losses, has been considered for the

Purpose of computing the above ratios. These ratios are computed on the basis of the restated financial

Information of the Company.

3. Earnings per share calculations are done in accordance with Accounting Standard 20 "Earning Per

Share", issued by the Institute of Chartered Accountants of India.

4. The figures disclosed are based on the consolidated restated summary statement of assets and liabilities

of the Company.

5. The above statement should be read with the notes to consolidated restated summary statements of

assets and liabilities, profits and losses and cash flows appearing in Annexure I, II and III.

6. Weighted Average Number of Equity Shares for the FY 2011-12, 2012-13, 2013-14, 2014-15 & 2015-

16 has been recalculated after considering Face value of Rs. 10 per share for calculation of EPS to make it

comparable with Stub period. Since Face value of Shares in Stub Period is Rs. 10 & in Prior period was

Rs. 100. Equity shares were split on 16th September 2016.

7. Bonus Share were issued on 17th October 2016 in the ratio of 3:1.

8. Earnings per share calculations are done in accordance with Accounting Standard 20 ‗Earnings Per

Share‘ issued by the Institute of Chartered Accountants of India.

of 414

CONSOLIDATED RECONCILIATION OF PROFIT AS RESTATED ANNEXURE XXXVI

(Rs. in Lakhs)

Adjustments for For the

Period

31ST

December

2016

For the

year ended

31st

March

2016

For the

year ended

31st

March

2015

For the

year ended

31st

March

2014

For the

year

ended

31st

March

2013

For the

year

ended

31st

March

2012

Net profit/(Loss) after

Tax as per Audited

Profit & Loss

Account

122.73 118.62 112.87 17.79 17.33 12.26

Adjustments for:

(a)(Deferred Tax

Liability) / Asset

Adjustment

(0.79) (1.83) 8.70 0.51 0.42 (1.16)

(b)Interest on income

tax for previous years (1.28)

(2.24)

(0.19)

( c )Earlier Period

Tax Provision

Adjustment

(1.22)

(d)Penalties of

Previous years 0.02

(e)Gratuity Provision (0.63) (1.01) (0.64) 0.32 (1.21) (3.17)

(f)Depreciation effect

after subsidy effect 1.22 1.22 1.22

(g)TDS Refund for

previous year 0.42

0.21

(h) Revised

Depreciation due to

Restatement

1.81 (1.18) 3.98 0.11

(i) Difference due to

recalculated

Depreciation as per

The Companies Act

2013

(2.09) 0.41 (6.88)

(j)Increase/(Decrease)

in Income (3.83)

(k )Taxes adjusted in

Current period 2.40 8.35 (3.94) (0.74) 0.11 (0.11)

Net Profit/ (Loss)

After Tax as

Restated

122.14 119.95 111.85 19.20 18.08 7.63

Notes:

1. There is change in Deferred Tax Assets / Liabilities as per Audited Books of Accounts and as per

Restated Books and the same has been given effect in the year to which the same relates in accordance

with AS-22 Accounting for Taxes & Income.

2. . Amounts relating to the prior period have been adjusted in the year to which the same relates to,

however, amount pertaining to period before FY 2011-12 has been adjusted in FY 2011-12 as the

treatment given in point (b),(d) and (g) Interest on Income Tax, Penalties & TDS refund respectively.

3. The Company has provided Excess or Short Provision in the year in which the income tax return has

of 414

been filled. But in restated account, the company has provided Excess or Short Provision in the years to

which it relates.

4. Company did not provide Gratuity in any year it has been therefore provided after actuarial calculation

for each year and has been disclosed as per AS 15 Employees Benefit.

5. . Revised Depreciation due to Restatement reflects difference in depreciation in Audited Financial

statement & Restated Financials after adjusting the Capital Subsidy with Fixed asset.

6. Depreciation Expense has been recalculated as per the provisions of Companies Act 2013 from FY

2014-15.

7. Income of Rs. 3,83,415 from sale of asset has been reduced after considering recalculated depreciation

on such asset in FY 2015-16

of 414

MANAGEMENT‟S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATION

The following discussion of our financial condition and results of operations should be read in

conjunction with our restated financial statements for the period ended December 30, 2016 and for the

financial years ended March 31, 2016, 2015 and 2014 prepared in accordance with the Companies Act

and Indian GAAP and restated in accordance with the SEBI ICDR Regulations, including the schedules,

annexure and notes thereto and the reports thereon, included in the section titled ―Financial Statements‖

on page 175 of this Draft Prospectus.

Indian GAAP differs in certain material aspects from U.S. GAAP and IFRS. We have not attempted to

quantify the impact of IFRS or U.S. GAAP on the financial data included in this Draft Prospectus, nor do

we provide reconciliation of our financial statements to those under U.S. GAAP or IFRS. Accordingly,

the degree to which the Indian GAAP financial statements included in this Draft Prospectus will provide

meaningful information is entirely dependent on the reader‘s level of familiarity with the Companies Act,

Indian GAAP and SEBI ICDR Regulations.

This discussion contains forward-looking statements and reflects our current views with respect to future

events and financial performance. Actual results may differ materially from those anticipated in these

forward-looking statements as a result of certain factors such as those set forth in ―Risk Factors‖ and

"Forward-Looking Statements" on pages 18 and 17, of this Draft Prospectus beginning respectively.

Our Company was incorporated on September 19, 1989 and has completed 27 years since incorporation.

The Management‘s Discussion and Analysis of Financial Condition and Results of Operations, reflects

the analysis and discussion of our financial condition and results of operations for the period ended

December 30, 2016 and financial years ended March 31, 2016, 2015 and 2014.

OVERVIEW

Incorporated in 1989, our Company was incorporated as Wadhwani Cold Storage & Ice Plant Private

Limited and subsequently converted to a public company limited company with effect from November

23, 2016.

Our Company is engaged in business of providing cold storage facilities for storing of all kind of spices,

vegetables, food grains, fruits, dry fruits, etc.

We are located inside APMC market having direct access with local vendors who store their products at

our facility. Our facility is spread across more than 10,000 Sq.mt having Multi Chamber Cold Storage

with a temperature range from negative fifteen degrees celsius to a plus thirty degrees celsius.

Our facility is equipped with Independent Chambers with a varied room area. We have a capacity of

handling 30 containers at a given point of time. We have developed and designed computerized

inventory system handling for inward/outward of stocks. We provide space for warehousing, for fruits

and vegetables for exporters, importers, traders, distributors & local market clients

In addition to above, we also undertake process for Banana Ripening by use of Ethylene. Our cold

storage facility is well equipped with adequate machinery and handling equipment including other allied

of 414

engineered products to facilitate smooth management of products at our cold storage. We endeavor to

maintain safety in our premises by adhering to key safety norms.

We provide service to all businesses across Nagpur and adjacent area and with a link of highway,

railways, airport and cargo hub, we have a major locational advantage.

Our Company‟s location and manufacturing facilities are as below:

Our Registered Office: Off No. 1006, 10th Floor, Hubtown Solaris, N.S Phadke Road,

Saiwadi, Near Gokhle Fly Over, Andheri (E) Mumbai City Maharashtra 400069 India

Storage Facility Unit: A.P.M.C. Market Yard, Kalamna, Nagpur. Maharashtra- 440008

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR

In the opinion of the Board of Directors of our Company, since the date of the last financial statements

disclosed in this Draft Prospectus, there have not arisen any circumstance that materially or adversely

affect or are likely to affect the profitability of our Company or the value of its assets or its ability to pay

its material liabilities within the next twelve months except as follows:-

1. Our Company has shifted its Registered office from A.P.M.C. Market Yard, Kalamna, Nagpur.

Maharashtra- 440008 to Off No.1006, 10th Floor, Hubtown Solaris, N.S Phadke Road, Saiwadi,

Andheri(E), Near Gokhle Fly Over, Mumbai – 400069, Maharashtra, India

2. Resolution passed by Board of Directors in their meeting held on May 22, 2017 authorizing Issue

of Equity Shares through Initial Public Offer.

3. Special Resolution passed by members of the Company in their Extraordinary General Meeting

held on June 17, 2017 authorizing Issue of Equity Shares through Initial Public Offer.

FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled

―Risk Factor‖ beginning on page 18 of this Draft Prospectus. Our results of operations and financial

conditions are affected by numerous factors including the following:

Other well established players

Orders yet to be placed for new machines

Availability of Power and Water

Approvals from Government

DISCUSSION ON RESULT OF OPERATION

The following discussion on results of operations should be read in conjunction with the audited

consolidated financial results of our Company for the period ended December 31, 2016 and financial

years ended March 2016, 2015 and 2014.

OVERVIEW OF REVENUE & EXPENDITURE

Revenues

Income from operations:

Our revenue from operation mainly comprises of rental income from the Cold Storage facilities

Other Income:

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Our other income mainly includes interest income, interest from parties, sales commission, profit on sale

of car, interest on FDR and income from Star Union Daichi Money Back Policy

Amount (Rs. In Lakhs)

Particulars

For period

ended

December

30, 2016

Till March 31,

2016 2015 2014

Income

Revenue from Operations 12,315.51 9,412.91 10,472.81 265.99

As a % of Total Revenue 99.62% 97.94% 99.27% 97.37%

Other Income 46.56 197.59 77.03 7.18


Total Revenue 12,362.07 9,610.50 10,549.84 273.16

Expenditure

Our total expenditure primarily consists of direct expenditure i.e. purchase of traded goods, finance cost,

employee benefit expenses, depreciation and other expenses.

Direct Expenditure

Our direct expenditure includes purchase of traded goods, electric expenses, power & fuel expenses,

Agency Charges Paid (C&F), Custom Duty (Import) Paid A/c, Import Clearing Expenses, Transportation

Charges Paid (Consignment) and Cold Storage/Warehouse Expenses A/c, etc.

Employee benefits expense

Our employee benefits expense primarily comprise of director‘s remuneration, salaries and wages

expenses, contribution to provident and gratuity funds, other employee benefits expense such as labour

welfare expenses, bonus charges amongst others.

Finance Costs

Our finance costs include interest on term loan, cash credit facility, bank charges, interest on CC, interest

TDS, loan processing charges, interest and commission, etc.

Depreciation

Depreciation includes depreciation on tangible assets like building, plant and machinery, vehicles,

furniture and fixtures, etc. and amortization of intangible assets likes computer software and goodwill.

Other Expenses

Other expenses mainly include operational expenses relating to provision of services such as travelling,

professional fees, legal fees, brokerage, donation, etc.

Statement of profits and loss

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The following table sets forth, for the fiscal years indicated, certain items derived from our Company‘s

audited restated financial statements, in each case stated in absolute terms and as a percentage of total

sales and/or total revenue:

Amount (Rs. In Lakhs)

Particulars

For period

ended For the Year Ended March 31,

December

31, 2016 2016 2015 2014

INCOME

Revenue from operations/ Operating income 12,315.51 9,412.91 10,472.81 265.99


Other income 46.56 197.59 77.03 7.18


Total Revenue (A) 12,362.07 9,610.50 10,549.84 273.16

Variance % 28.63% (8.90)% 3762.10% 6.96%

EXPENDITURE

Purchase of stock in trade 12,912.68 7,710.36 9,516.85 0.00


Changes in inventories of finished goods, traded

goods and WIP (1,790.50) 737.42 (202.80) 0.00

As a % of Total Revenue (14.48%) 7.67% (1.92%) 0.00%

Employee benefit expenses 43.56 44.94 42.83 18.29


Finance costs 416.82 512.33 423.38 145.36


Depreciation and amortization expense 21.88 30.96 67.77 22.38


Other expenses 573.97 388.99 534.32 58.90


Total Expenses (B) 12178.41 9434.00 10382.35 244.93


Profit before exceptional, extraordinary items

and tax 183.66 176.50 167.49 28.24


Exceptional items - - - -

Profit before extraordinary items and tax 183.66 176.50 167.49 28.24


Extraordinary items - - - -

Profit before tax 183.66 176.50 167.49 28.24

PBT Margin 1.49% 1.84% 1.59% 10.34%

Tax expense :

(i) Current tax 57.23 54.72 64.33 9.54

(ii) Deferred tax 4.30 1.83 -8.70 -1.24

(iii) MAT Credit - - - -

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Particulars

For period

ended For the Year Ended March 31,

December

31, 2016 2016 2015 2014

Total Tax Expense 61.53 56.55 55.64 8.30

Profit for the year/ period 122.13 119.95 111.85 19.93

PAT Margin 0.99% 1.25% 1.06% 7.03%

REVIEW OF SIX MONTHS ENDED DECEMBER 31, 2016

Income from operations

Our Income from operations was Rs 12,315.51 lakhs which was about 99.62% of the total revenue for

the period of nine months ended December 31, 2016.

Other Income

Our other income was Rs 46.56 lakhs which is 0.38% of the total revenue and included interest income,

interest from FDR, etc.

Expenditure

Our total expenditure primarily consists of direct expenditure i.e. cost of purchase of stock in trade,

changes in inventories, finance cost, employee benefit expenses, depreciation and other expenses.

Direct Expenditure

Our direct expenditure was Rs 11,595.49 lakhs which is 93.87% of the total revenue for the period ended

December 31, 2016 and mainly includes purchase of electric expense, power and fuel, water, packing etc.

Employee benefits expense

Our employee benefits expense was Rs 43.56 lakhs which is 0.35% of the total revenue for the period

ended December 31, 2016 and primarily comprise of director‘s remuneration, salaries and wages

expenses, contribution to provident and gratuity funds, other employee benefits expense such as staff

welfare expenses, bonus amongst others.

Finance Costs

Our finance costs was Rs 416.82 lakhs which is 3.37% of the total revenue for the period ended

December 31, 2016 and mainly includes interest on Bank Charges & Interest, Interest on Term Loan,

Interest on CC, etc.

Depreciation

Depreciation was Rs 21.88 lakhs which is 0.18% of the total revenue for the period ended December 31,

2016 and mainly includes depreciation on tangible assets like building, plant and machinery, furniture

and fixtures, etc. and amortization of intangibles like goodwill and computer software, etc.

Other Expenses

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Other expenses was Rs 573.97 lakhs which is 4.64% of the total revenue for the period ended December

31, 2016 which mainly includes operational expenses relating to provision of service, administrative and

donation insurance, travelling expense, etc.

Profit before tax

Our Profit before tax was Rs. 183.66 lakhs which is 1.49% of our total revenue for the period of nine

months ended December 31, 2016

Net profit

Our Net profit after tax was Rs. 122.13 lakhs which is 0.99% of our total revenue for the period of nine

months ended December 31, 2016

COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2016 WITH FINANCIAL YEAR

ENDED MARCH 31, 2015

INCOME

Income from Operations

(Rs. In lakhs)

2015-16 2014-15 Variance in %

Operating Income 9,412.91 10,472.81 -10.12%

The operating income of the Company for the year ending March 31, 2016 is Rs. 9,412.91 lakhs as

compared to Rs. 10,472.81 lakhs for the year ending March 31, 2015, showing an increase 10.12%. This

increase was due to increase in occupancy at our cold storage facility.

Other Income

Our other income increased by 2.06% to Rs. 197.59 lakhs in FY 2015-16 from Rs. 77.03 lakhs in FY

2014-15. The increase was due to increase in interest on FDR, profit on sale of car, VAT written off, etc.

EXPENDITURE

Direct Expenditure

(Rs. In lakhs)

Particulars 2015-16 2014-15 Variance in %

Purchase of stock in trade 7710.36 9516.85 18.98%

Changes in Inventories of

finished goods, WIP and

stock in Trade

737.42 (202.80) 463.63%

Our direct expenditure has decreased from Rs. 9314.05 lakhs in Financial Year 2014-15 to Rs. 8447.78

lakhs in Financial Year 2015-2016 showing a decrease over the previous year.

Administrative and Employee Costs

(Rs. In lakhs)


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Employee Benefit Expenses 44.94 42.83 0.47%

Other Expenses 388.99 534.32 27.20%

Employee benefit expenses increased from Rs. 42.83 lakhs in financial year 2014-15 to Rs. 44.94 lakhs

in financial year 2015-16 due to increase in salary levels and well as increase in number of employees.

Our other expenses decreased by 27.20% from Rs. 534.32 lakhs in financial year 2014-15 to Rs. 388.99

lakhs in financial year 2015-16. The decrease was due to decrease in various expenses like insurance, etc.

Finance Charges

Our finance charges have increased from Rs. 423.38 lakhs in financial year 2014-15 to Rs. 521.33 lakhs

in financial year 2015-16. This shows an increase of 23.14% compared to last financial year. The

increased finance cost is contributed by increased borrowing costs and loan processing charges.

Depreciation

Depreciation expenses for the Financial Year 2015-2016 have decreased to Rs. 30.96 lakhs as compared

to Rs. 67.77 lakhs for the Financial Year 2014-2015 showing a decrease of 4.68%.

Profit before Tax

(Rs. In lakhs)


Profit Before Tax 176.50 167.49 5.38%

Profit before tax increased from Rs. 167.49 lakhs in financial year 2014-15 to Rs. 176.50 lakhs in

financial year 2015-16. The increase was mainly due to increased occupancy of our cold storage.

Provision for Tax and Net Profit

(Rs. In lakhs)


Taxation Expenses 56.55 55.64 1.59%

Profit after Tax 119.95 111.85 7.24%

Tax expenses were slightly lower in Financial Year 2015-16 and there was increase in Profit after tax in

2015-16 to Rs 119.95 lakhs from Rs 111.85 lakhs due to increase in our business operations.

COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2016 WITH FINANCIAL YEAR

ENDED MARCH 31, 2015

INCOME

Income from Operations

(Rs. In lakhs)

2015-16 2014-15 Variance in %

Operating Income 9,412.91 10,472.81 10.12%

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The operating income of the Company for the year ending March 31, 2016 is Rs. 9,412.91 lakhs as

compared to Rs. 10,472.81 lakhs for the year ending March 31, 2015, showing an increase 10.12%. This

increase was due to increase in occupancy at our cold storage facility.

Other Income

Our other income increased by 2.06% to Rs. 197.59 lakhs in FY 2015-16 from Rs. 77.03 lakhs in FY

2014-15. The increase was due to increase in interest on FDR, profit on sale of car, VAT written off, etc.

EXPENDITURE

Direct Expenditure

(Rs. In lakhs)


Purchase of stock in trade 7710.36 9516.85 18.98%

Changes in Inventories of

finished goods, WIP and

stock in Trade

737.42 (202.80) 463.63%

Our direct expenditure from Rs. 383.74 lakhs in Financial Year 2014-15 to Rs. 282.74 lakhs in Financial

Year 2015-2016.

Administrative and Employee Costs

(Rs. In lakhs)


Employee Benefit Expenses 44.94 42.83 4.93%

Other Expenses 388.99 534.32 27.20%

Employee benefit expenses increased from Rs. 42.83 lakhs in financial year 2014-15 to Rs. 44.94 lakhs

in financial year 2015-16 due to increase in salary levels and well as increase in number of employees.

Our other expenses decreased by 27.20% from Rs. 534.32 lakhs in financial year 2014-15 to Rs. 388.99

lakhs in financial year 2015-16. The decrease was due to decrease in various expenses like insurance, etc.

Finance Charges

Our finance charges have increased from Rs. 423.38 lakhs in financial year 2014-15 to Rs. 521.33 lakhs

in financial year 2015-16. This shows an increase of 23.14% compared to last financial year. The

increased finance cost is contributed by increased borrowing costs and loan processing charges.

Depreciation

Depreciation expenses for the Financial Year 2015-2016 have decreased to Rs. 282.31 lakhs as compared

to Rs. 383.74 lakhs for the Financial Year 2014-2015 showing a decrease of 5.38 %.

Profit before Tax

(Rs. In lakhs)


Profit Before Tax 176.50 167.49 5.38%

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Profit before tax increased from Rs. 167.49 lakhs in financial year 2014-15 to Rs. 176.50 lakhs in

financial year 2015-16. The increase was mainly due to increased occupancy of our cold storage.

Provision for Tax and Net Profit

(Rs. In lakhs)


Taxation Expenses 56.55 55.64 1.65%

Profit after Tax 119.95 111.85 7.24%

Tax expenses were slightly lower in Financial Year 2015-16 and there was increase in Profit after tax in

2015-16 to Rs 119.95 lakhs from Rs 111.85 lakhs due to increase in our business operations.

OTHER MATTERS

1. Unusual or infrequent events or transactions

Except as described in this Draft Prospectus, during the periods under review there have been no

transactions or events, which in our best judgment, would be considered unusual or infrequent.

2. Significant economic changes that materially affected or are likely to affect income from

continuing operations

Other than as described in the section titled ―Risk Factors‖ beginning on page 18 of this Prospectus to

our knowledge there are no significant economic changes that materially affected or are likely to affect

income from continuing operations.

3. Known trends or uncertainties that have had or are expected to have a material adverse impact

on sales, revenue or income from continuing operations

Other than as disclosed in the section titled ―Risk Factors‖ beginning on page 18 of this Draft Prospectus

to our knowledge there are no known trends or uncertainties that have or had or are expected to have a

material adverse impact on revenues or income of our Company from continuing operations.

4. Future relationship between Costs and Income.

Our Company‘s future costs and revenues will be determined by demand/supply situation, government

policies, global market situation, etc.

5. The extent to which material increases in net sales or revenue are due to increased sales volume,

introduction of new products or services or increased prices.

Increase in revenue is by and large linked to increases in volume of business activity by the Company.

6. Total turnover of each major industry segment in which the issuer company operates.

The Company is engaged in the business of providing cold storage services. Relevant industry data, as

available, has been included in the chapter titled ―Our Industry‖ beginning on page 109 of this Draft

Prospectus.

7. Status of any publicly announced new products/projects or business segments

Our Company has not announced any new projects or business segments, other than disclosed in the

Prospectus.

8. The extent to which the business is seasonal

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Our Company‘s business is seasonal in nature. Refer chapter titled ―Risk Factors‖ on page 18 of this

Prospectus

9. Any significant dependence on a single or few suppliers or customers

The % of Contribution of our Company‘s customer and supplier vis a vis the total revenue from

operations as March 31, 2016 and December 31, 2016 is as follows:

Our Company is engaged in business of providing cold storage services and hence we do not have any

suppliers.

Particulars Customers for 2015-16

Customers for period

ended December 31, 2016

Top 5 (%) 15.65% 26.14%

Top 10 (%) 20.24 36.44%

10. Competitive Conditions

We face competition from existing and potential organised and unorganized competitors which is

common for any business. We have, over a period of time, developed certain competitive strengths

which have been discussed in section titled ―Our Business‖ on page 127 of this Draft Prospectus.

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FINANCIAL INDEBTNESS

Our Company utilizes various credit facilities from banks, for conducting its business. Set forth below

is a brief summary of our Company‘s secured borrowings from banks together with a brief description

of certain significant terms of such financing arrangements

SECURED BORROWINGS

1. Loan from Capital first as per latest Sanction letter and agreement dated February 22, 2015.

Particulars Fund based

Nature of Facility Loan against Property

Date of sanction letter February 10, 2015 February 11, 2015

Amount (in Rs.) as per latest Sanction

letter Rs. 715.00 lakhs Rs. 617.00 lakhs

Number of Equated Monthly Installments 180 180

Amount of EMI Rs. 8.81lakhs Rs. 7.60 lakhs

Prime lending rate 12.5%

Primary Security

Agricultural produce market committee, Kalamna

Market Yard, NMC House No 1328/B/1, Ward No.

22, Mouza- Chikhali (Deo), Nagpur, Maharashtra

Outstanding as on December 31, 2016 Rs. 682.88 lakhs Rs. 591.44 lakhs

2. Loan from HDFC Bank as per Repayment schedule dated January 02,2016 andAgreement

no. 37188812

Particulars Fund based

Nature of Facility Vehicle Loan

Amount financed Rs. 12.70 Lakh

Rate Of Interest 9.75%

Amount of each installment Rs. 0.32 lakh

Term 48 months

Total installment 48

Frequency Monthly

Outstanding as on December 31,2016 Rs 10.21 lakhs

UNSECURED BORROWINGS

Unsecured Borrowing as on December 31, 2016

(Amount in lakhs)

Sr. No Name of Lender Outstanding as on December 31, 2016

1. Farmico Commodities Limited 64.36

Total 64.36

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SECTION VI – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except, as stated in this section and mentioned elsewhere in this Draft Prospectus there are no

litigations including, but not limited to suits, criminal proceedings, civil proceedings, actions taken by

regulatory or statutory authorities or legal proceedings, including those for economic offences, tax

liabilities, show cause notice or legal notices pending against our Company, Directors, Promoters,

Subsidiaries, Group Companies or against any other company or person/s whose outcomes could have

a material adverse effect on the business, operations or financial position of the Company and there

are no proceedings initiated for economic, civil or any other offences (including past cases where

penalties may or may not have been awarded and irrespective of whether they are specified under

paragraph (a) of Part I of Schedule V of the Companies Act, 2013) other than unclaimed liabilities of

our Company, and no disciplinary action has been taken by SEBI or any stock exchange against the

Company, Directors, Promoters, Subsidiaries or Group Companies.

Except as disclosed below there are no i) litigation or legal actions, pending or taken, by any Ministry

or department of the Government or a statutory authority against our Promoters during the last five

years; (ii) direction issued by such Ministry or Department or statutory authority upon conclusion of

such litigation or legal action; (iii) pending proceedings initiated against our Company for economic

offences; (iv) default and non-payment of statutory dues by our Company; (v) inquiries, inspections or

investigations initiated or conducted under the Companies Act, 2013 or any previous companies law

in the last five years against our Company and Subsidiaries including fines imposed or compounding

of offences done in those five years; or (vi) material frauds committed against our Company in the last

five years.

Except as stated below there are no Outstanding Material Dues (as defined below) to creditors; or (ii)

outstanding dues to small scale undertakings and other creditors.

Pursuant to SEBI ICDR Regulations, all other pending litigations except criminal proceedings,

statutory or regulatory actions and taxation matters involving our Company, Promoters, Directors and

Group Companies, would be considered ‗material‘ for the purposes of disclosure if the monetary

amount of claim by or against the entity or person in any such pending matter exceeds Rs. 5.00 lakhs

as determined by our Board, in its meeting held on May 22, 2017.

Accordingly, we have disclosed all outstanding litigations involving our Company, Promoters,

Directors and Group Companies which are considered to be material. In case of pending civil

litigation proceedings wherein the monetary amount involved is not quantifiable, such litigation has

been considered ‗material‘ only in the event that the outcome of such litigation has an adverse effect

on the operations or performance of our Company.

Unless otherwise stated to contrary, the information provided is as of date of this Draft Prospectus.

LITIGATIONS INVOLVING OUR COMPANY

LITIGATIONS AGAINST OUR COMPANY

Criminal Litigations

Nil

Civil Proceedings

Nil

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Taxation Matters

INCOME TAX PROCEEDINGS

1. FOR AY 2003-04

Income Tax Department issued a notice to Farmico Cold Storage Limited dated March 28, 2004

under Section 143(1) of the Income Tax Act, 1961 wherein demand of Rs. 64,413/- is made. The

matter is pending.

2. FOR AY 2010-11

Income Tax Department issued a notice to Farmico Cold Storage Limited dated June 16, 2011

under Section 143(1)(a) of the Income Tax Act, 1961 wherein demand of Rs. 3,96,830/- is made.

The matter is pending.

3. FOR AY 2013-14

Income Tax Department issued a notice to Farmico Cold Storage Limited (hereinafter referred to

as the ‗Assesse‘) dated December 15, 2014 under Section 143(1)(a) of the Income Tax Act, 1961

wherein demand of Rs. 10,62,280/- is made. The matter is pending.

4. FOR AY 2015-16

Income Tax Department (hereinafter referred to as the ‗Assessing Authority‘) issued a notice to

Farmico Cold Storage Limited dated June 09, 2016 under Section 143(1)(a) of the Income Tax

Act, 1961 wherein demand of Rs. 1,89,770/- is made. The matter is pending.

5. FOR AY 2016-17

Income Tax Department issued a notice to Farmico Cold Storage Limited dated January 11,

2017 under Section 143(1)(a) of the Income Tax Act, 1961 wherein demand of Rs. 1,07,340/- is

made. The matter is pending.

Recent Development/Proceeding under Finance Act, 2016 in respect of Income Declaration

Scheme, 2016 and The Income Declaration Scheme Rules, 2016

Nil

Proceedings against Our Company for economic offences/securities laws/ or any other law

Nil

Penalties in Last Five Years

Nil

Pending Notices against our Company

Nil

Past Notices to our Company

Nil

Disciplinary Actions taken by SEBI or stock exchanges against Our Company

Nil

Defaults including non-payment or statutory dues to banks or financial institutions

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Nil

Details of material frauds against the Company in last five years and action taken by the

Companies.

Nil

LITIGATIONS FILED BY OUR COMPANY


Nil

Civil Proceedings

1. WADHWANI COLD STORAGE & ICE PVT LTD V. NAGPUR DEVELOPMENT TRUST

& OTHERS

Wadhwani Cold Storage & Ice Pvt Ltd (hereinafter referred as ―Petitioner‖) filed a Writ Petition

No. 6552/ 2016 dated October 14, 2016 under Article 226 and 227 of Constitution of India being

aggrieved by the impugned communication dated August 24, 2016 passed by the Chief Fire

Officer, Department of Fire Prevention and Emergency Services, Nagpur Municipal Corporation,

Nagpur (hereinafter referred as ―Issuing authority/Respondent No. 3‖) rejecting the grant of Fire

NOC to the Petitioner. Facts of the case are such that Petitioner made representation cum

submission dated July 08, 2016 in the officer for The Building Engineer (East) Nagpur

Improvement Trust, civil lines Nagour (hereinafter referred as ―Respondent No. 2‖) for grant of

sanction to their Cold Storage. Office of Respondent No. 2 vide its letter dated May 18, 2016 had

refused to grant sanction to building permit on ground of certain delinquencies such as non-

compliance to provide Fire NOC. After removing all deficiencies a representation dated June 03,

2016 was made before the Respondent No. 2 for grant of sanction and Fire NOC. After which

Respondent No. 2 issued a correspondence dated July 22, 2016 requesting Respondent No. 3 to

issue Fire NOC to Petitioner. Respondent No. 3, vide its communication dated August 24, 2016

declined to grant Fire NOC to the Petitioner. Agreived by the same Petitioner initiated above

mentioned Writ petition praying to issue directions to quash and set aside the impugned

communication dated August 24, 2016 and direct Issuing Authority to grant NOC in favour of

Petitioner. Matter is currently pending for hearing.

Taxation Matters

Nil



Nil

Details of any enquiry, inspection or investigation initiated under Companies Act, 2013 or any

previous Company Law

Nil

LITIGATIONS INVOLVING DIRECTOR/S OF OUR COMPANY

LITIGATIONS AGAINST DIRECTOR/S OF OUR COMPANY


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Nil

Civil Proceedings

Nil

Taxation Matters

Nil



Nil

Past Penalties imposed on our Directors

Nil

Proceedings initiated against our directors for Economic Offences/securities laws/ or any other

law

Nil

Directors on list of wilful defaulters of RBI

Nil

LITIGATIONS FILED BY DIRECTOR/S OF OUR COMPANY


Chandraprakash Wadhwani is also Promoter of our Company please refer ―Litigation against our

Promoter‖ head of this Chapter for details.

Civil Proceedings

Nil

Taxation Matters

Chandraprakash Wadhwani is also Promoter of our Company please refer ―Litigation against our

Promoter‖ head of this Chapter for details.

Prakash Wadhwani is also Promoter of our Company please refer ―Litigation against our Promoter‖

head of this Chapter for details.



Nil

LITIGATIONS INVOLVING PROMOTER/S OF OUR COMPANY

LITIGATIONS AGAINST OUR PROMOTER/S


SACHIN SHATRUGHAN PANDEY V. STATE OF MAHARASHTRA

A special leave petition was filed before the Supreme Court of India against the Order dated April 15,

2015 passed by the High Court of Bombay at Nagpur in Criminal Application (BA) No. 915 of 2014.

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Sachin Pandey is a person running a company by name and style as ―Luft International Private

Limited‖. The complainant Chandraprakash Wadhwani alias Kunal Wadhwani (hereinafter referred to

as ―Complainant‖) approached Sachin Pandey director of Luft International Private Limited

(hereinafter referred to as ―Accussed‖) for SBLC of Rs. 18 Crores and accordingly an agreement was

executed between Complainant and Accused. Subsequently, Complainant paid an amount of Rs.

1,20,00,000/- to Swarin Dixitand Jaykumar Dixit (relatives of Sachin Pandey), that the Complaint

had lodged F.I.R. Crime No. 295/2013 in Sitabuldi Police Station, Nagpur under Section 420 read

with Section 34 of The Indian Penal Code. As a result Accussed was arrested on January 11, 2014.

After which Criminal Application (BA) No. 915 of 2014 was filed in Bombay High Court and the

same was rejected vide order dated April 15, 2015. After which a Special leave application for

criminal matter relating to bail/ interim bail and against suspension of sentence was filed bearing

number 5786 of 2015 against the order of High court and current status of the same is disposed off.

Civil Proceedings

Nil

Taxation Matters

INCOME TAX PROCEEDINGS OF PRAKASH WADHWANI

1. FOR AY 2016-17

Deputy Commissioner of Income Tax, CPC, Income Tax Department issued a notice to Prakash

Wadhwani dated March 09, 2017 under Section 143(1) of the Income Tax Act, 1961 wherein

demand of Rs. 12,380/- is made. The matter is pending.

INCOME TAX PROCEEDINGS OF CHANDRAPARKASH WADHWANI

2. FOR AY 2009-10

Income Tax Officer, Ward-1(4), Nagpur, Income Tax Department (hereinafter referred to as the

‗Assessing Authority‘) issued a notice to Chandraparkash Wadhwani (hereinafter referred to as

the ‗Assesse‘) dated May 22, 2016 under Section 271(1)(b) of the Income Tax Act, 1961 wherein

demand of Rs. 10,000/- is made. Aggrieved by the same assesse preferred appeal to

Commissioner of (Appeals) –I, Nagpur, who vide order number CIT(A)-I/37/2012-13 dated June

09, 2015 allowed appeal in favour of Assessee. However, Department of Income Tax website is

still showing demand of Rs. 10,000/- outstanding.

3. FOR AY 2015-16

Income Tax Officer, Ward-1(4), Nagpur, Income Tax Department issued a notice to

Chandraparkash Wadhwani dated March 11, 2017 under Section 220(2) of the Income Tax Act,

1961 wherein demand of Rs. 378/- is made. The matter is pending.

4. FOR AY 2016-17

Income Tax Officer, Ward-1(4), Nagpur, Income Tax Department issued a notice to

Chandraparkash Wadhwani dated December 20, 2016 under Section 143(1)(a) of the Income Tax

Act, 1961 wherein demand of Rs. 50,870/- is made. The matter is pending.



Nil

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Past Penalties imposed on our Promoters

Nil

Proceedings initiated against our Promoters for Economic Offences/securities laws/ or any other

law

Nil

Litigation /Legal Action pending or taken by Any Ministry or any statutory authority against

any Promoter in last five years

Nil

Penalties in Last Five Years

Nil

Litigation /defaults in respect of the companies/Firms/ventures/ with which our promoter was

associated in Past.

Nil

Adverse finding against Promoter for violation of Securities laws or any other laws

Nil

LITIGATIONS FILED BY OUR PROMOTER/S


Nil

Civil Proceedings

Nil

Taxation Matters

1. WADHWANI COMMODITIES TRADING PRIVATE LIMITED AND CHANDAN SHAH

V. COMMISSIONER OF CUSTOMS (PORT) KOLKATA

For complete details pertaining to this litigation please refer the head ‗Taxation Matters‘ under

‗Litigation by our Group Company.‘ The relevant penalties and pre-deposit under the case by

Chandra Prakash Wadhwani (Appellant Director) is as follows:

A show cause notice DRI F No. 152/KOL/APP/2010/4509 dated December 28, 2011 was issued

to Appellant Company, Shri Chandra Prakash Wadhwani (hereinafter referred to as the

―Appellant Director‖) and 18 others to explain reason for non-imposition and assessment of duty

on import of betel nuts. The Superintendent of Customs (Prev), SIIB (I), JNCH, Sheva issued

summons dated January 13, 2011 and January 18, 2011 having number AKG/04/2011 under

Section 108 of the Customs Act, 1962 (hereinafter referred to as the ―Act‖) to the Appellant

Director for producing documents in respect of enquiry on January 7, 2011 and January 25, 2011.

The Commissioner of Customs (Port) Kolkata (hereinafter referred to as the ―Respondent‖)

passed an Order-In-Original number KOL/CUS/COMMR/PORT/05/2016 dated January 29, 2016

confirming the following for the Appellant Director:

iv. Penalty of Rs. 5,00,000/- on Appellant Director under Section 112 of the Act.

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Being aggrieved by the Order-In-Original, the Appellant has filed an appeal number

C/75572/2016 and C/75579/2016 before the Customs, Excise and Service Tax Appellate

Tribunal, Kolkata (hereinafter referred to as the ―Appellate Tribunal‖). The Appellant Director

has made a pre-deposit of 7.5% of penalty, amounting to Rs. 37,500/- by cheque having number

092701 of Axis Bank dated May 6, 2016. The matter is currently pending.



Nil

LITIGATIONS INVOLVING OUR GROUP COMPANIES

LITIGATIONS AGAINST OUR GROUP COMPANIES


Nil

Civil Proceedings

Nil

Taxation Matters

INCOME TAX PROCEEDINGS OF FARMICO COLD CHAIN PRIVATE LIMITED

1. FOR AY 2010-11

Income Tax Department issued a notice to Farmico Cold Chain Private Limited dated June 16,



2. FOR AY 2014-15

Income Tax Department issued a notice to Farmico Cold Chain Private Limited dated May 11,



3. FOR AY 2015-16

Income Tax Department issued a notice to Farmico Cold Chain Private Limited dated June 09,



INCOME TAX PROCEEDINGS OF WADHWANI COMMODITIES TRADING PRIVATE

LIMITED NOW KNOWN AS FARMICO COMMODITIES PRIVATE LIMITED

4. FOR AY 2008-09

Income Tax Department issued a notice to Farmico Commodities Limited dated March June 26,

2009 under Section 143(1) of the Income Tax Act, 1961 wherein demand of Rs. 1,864/- is made.


5. FOR AY 2009-10

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Income Tax Department issued a notice to Farmico Commodities Limited dated November 15,

2015 under Section 154 of the Income Tax Act, 1961 wherein demand of Rs. 5,000/- is made.


6. FOR AY 2010-11

Income Tax Department issued a notice to Farmico Commodities Limited dated December 22,

2015 under Section 154 of the Income Tax Act, 1961 wherein demand of Rs. 2,33,100/- is made.


7. FOR AY 2011-12

Income Tax Department issued a notice to Farmico Commodities Limited dated March 24, 2015

under Section 143(3) of the Income Tax Act, 1961 wherein demand of Rs. 2,27,970/- is made.


8. CUSTOMS PROCEEDING OF WADHWANI COMMODITIES TRADING PRIVATE

LIMITED (NOW KNOWN AS FARMICO COMMODITIES PRIVATE LIMITED)

Wadhwani Commodities Trading Private Limited (hereinafter referred to as the ―Noticee‖)

imported various consignments of betel nuts in the year 2011. They availed the benefit of duty

free imports under the DFIA licenses issued to Ms/ Pan Parag (I) Limited, Kanpur and M/s Shiv

Shakti Agri Foods Private Limited. Additional Director General, Directorate of Revenue

Intelligence, Lucknow issued a show cause notice DRI F. No.

VIII/DRI/LZU/26/17/2012/Wadhwani/3707 dated January 8, 2016 to Noticee. The Noticee was

asked to show-cause the reason for:

i. Quantum of import duty forgone on imports amounting to Rs. 2,83,85,726/- (Rupees Two

Crore Eighty Three Lacs Eighty five Thousand Seven Hundred and Twenty Six) under

Section 24 (4) of the Customs Act, 1962 (hereinafter referred to as the ―Act‖).

ii. Along with interest under Section 28AA/28AB of the said Act read with notification no.

98/2009-Cus. Dated September 11, 2009.

As per customs department exports were made in violations of the provisions stipulated under

Section 11 of the Foreign Trade (Development and Regulation) Act, 1992 and are liable to

confiscation under Section 113 (d) of the Act. The Noticee made a request by letter dated March

20, 2016 to Commissioner of Customs (NS II) for extension of time for submission of reply and

has submitted reply to the aforementioned notice. Senior Intelligence Officer, Directorate of

Revenue Intelligence, Lucknow issued following summons under Section 108 of the Act for

personal hearing to produce assessed copies of Bills of Entries to the Noticee:

i. DRI F No. VIII/DRI/LZU/26/17/2012/ Wadhwani/134 dated April 17, 2013

ii. DRI F No. VIII/DRI/LZU/26/17/2012/ Wadhwani/4237 dated October 17, 2014

iii. DRI F No. VIII/DRI/LZU/26/17/2012/ Wadhwani/4416 dated November 25, 2014

iv. DRI F No. VIII/DRI/LZU/26/17/2012/ Wadhwani/999 dated September 29, 2015

v. DRI F No. VIII/DRI/LZU/26/17/2012/ Wadhwani/3030 dated November 3, 2015

vi. DRI F No. VIII/DRI/LZU/26/17/2012/Wadhwani/1162 dated December 1, 2015

The matter is currently pending.

INCOME TAX PROCEEDINGS OF KUNAL COLD STORAGE PRIVATE LIMITED

9. FOR AY 2010-11

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Income Tax Department issued a notice to Kunal Cold Storage Private Limited dated June 15,





Nil

Past Penalties imposed on our Group Companies

Nil

Proceedings initiated against our Group Companies for Economic Offences/securities laws/ or

any other law

Nil

Litigation /Legal Action pending or taken by Any Ministry or any statutory authority against

any Group Companies

Nil

Adverse finding against Group Companies for violation of Securities laws or any other laws

Nil

LITIGATIONS FILED BY OUR GROUP COMPANIES


Nil

Civil Proceedings

Nil

Taxation Matters

CUSTOMS PROCEEDINGS BY WADHWANI COMMODITIES TRADING PRIVATE

LIMITED NOW KNOWN AS FARMICO COMMODITIES PRIVATE LIMITED

1. WADHWANI COMMODITIES TRADING PRIVATE LIMITED V. COMMISSIONER

OF CUSTOMS, GROUP – I

Wadhwani Commodities Trading Private Limited (hereinafter referred to as the ―Appellant‖)

imported ‗White poppy seeds, 99% purity‘ through various bills of entry from supplier in Turkey

named M/s Terci Export-Import Co. Ltd. The Assistant Commissioner of Customs, Group – I

(hereinafter referred to as the ―Assessing Authority‖) suspected the genuineness of declared

value of goods, and issued the following Show-Cause Notices (―SCN‖):

i. F. No. S/26-Misc-111/2007 Group I dated February 14, 2008 for Bill of Entry (―BE‖) No.

792983 dated September 14, 2007, 792986 dated September 14, 2007 for clearance at

USD 1700 PMT.

ii. F. No. S/26-Misc-111/2007 Group I dated February 14, 2008 for BE No. 791801 dated

September 11, 2007 for the clearance at USD 1700 PMT.

iii. F. No. S/26-Misc-111/2007 Group I dated March 12, 2008 (notice for final assessment)

for BE No. 791801 dated September 11, 2007 for clearance at USD 1700 PMT.

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The first two notices proposes to enhance the assessable value @ USD 2570 PMT based on

wholesale market price and for last notice proposes to enhance the assessable value @ USD 3406

PMT in respect of BE No. 791801 dated September 11, 2007 on the basis of public ledger.

Assessing Authority passed an Order-In-Original no. 1558/A.C/Gr.1/2012 issued in File No.

S/26/Misc/111/2007 dated March 27, 2012 finalising the rate for all the three Bills of Entry @

USD 3406 PMT. The last SCN was issued for same bill of entry as mentioned in SCN (ii) above

the same was considered as illegal, null and void. The Assessing Authority issued a letter F. No.

S/26-Misc-111/2007 – Group I dated April 23, 2014 directing the Appellant to make payment as

per Order amounting to Rs. 30,35,172/- along with applicable interest within 15 days from the

date of the letter. Being aggrieved by the Order, Appellant filed an Appeal before the

Commissioner of Customs (Appeals), Mumbai (hereinafter referred to as the ―Appellate

Authority‖). The Appellate Authority passed an Order in Appeal no. S/49-278/Stay/Mum-

I/2012NCH and having F. No. S/49-278/Stay/Mum-I/2012/NCH dated January 2, 2013

(hereinafter referred to as the ―Impugned Order‖) refusing to grant waiver for pre-deposit of

entire amount of demand within three weeks from the date of issue of order in terms of Section

129E of the Customs Act, 1962 and confirming the amount of demand as passed by the Assessing

Authority to be deposited by paying differential duty on import of white poppy seeds. Being

aggrieved by the Impugned Order of Appellate Authority, the Appellant filed an Appeal no.

C/85363/13-MUM under Section 129 A (1) of the Customs Act, 1962 (hereinafter referred to as

the ―Act‖) before the Customs, Excise and Service Tax Appellate Tribunal, Mumbai (hereinafter

referred to as the ―Tribunal‖). A stay application no. C/STAY/92677/13-MUM having F No.

S/49-278/Stay/Mum-I/2012/NCH was filed dated January 2, 2013 for waiver of pre-deposit. An

application was made for early hearing of the Appeal. The Tribunal passed an Order no.

S/39/14/CSTB/C-I dated January 27, 2014 remanding the case back to the Adjudicating Authority

for determination of the value of goods imported by the Appellant in accordance with the methods

and procedures set out in Customs Valuation Rules, 2007. The stay application and application for

early hearing were disposed off with the disposal of Appeal. The matter is pending fresh

adjudication.

2. WADHWANI COMMODITIES TRADING PRIVATE LIMITED AND CHANDAN SHAH

V. COMMISSIONER OF CUSTOMS (PORT) KOLKATA

Maa Jawala Enterprises had been in process of shipping four export consignments to Malaysia

under Duty Free Import Authorisation (DFIA) through Haldia dock by resorting to misdeclaration

of description, quantity and value of goods. A surveillance was made for 4 export consignment of

‗Processed Betel Nut (Supari) Powder.‘ Maa Jawala Enterprise did not have local trading licence.

It obtained 18 licensees from DGFT Authority for import of betel nuts of which 13 DFIA licences

were made transferable and sold to Wadhwani Commodities Trading Private Limited (hereinafter

referred to as the ―Appellant Company‖) and two others. Appellant Company imported goods

with licence number 0210134795, 0210139154, 0210149320, 0210134796 and 0210139168 with

import duty amounting to Rs. 82,87,786.24/-. A show cause notice DRI F No.

152/KOL/APP/2010/4509 dated December 28, 2011 was issued to Appellant Company, Shri

Chandra Prakash Wadhwani (hereinafter referred to as the ―Director‖ of the Appellant Company)

and 18 others to explain reason for non-imposition and assessment of duty on import of betel nuts.

The Superintendent of Customs (Prev), SIIB (I), JNCH, Sheva issued summons dated January 13,

2011 and January 18, 2011 having number AKG/04/2011 under Section 108 of the Customs Act,

1962 (hereinafter referred to as the ―Act‖) to the Director of the Appellant Company for

producing documents in respect of enquiry on January 7, 2011 and January 25, 2011. An

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intimation was issued by the Assistant Commissioner of Customs Adjudication Cell (Port) fixing

the date of personal hearing on March 7, 2012 and March 14, 2012. After hearing the matters, the

Commissioner of Customs (Port) Kolkata (hereinafter referred to as the ―Respondent‖) passed an

Order-In-Original number KOL/CUS/COMMR/PORT/05/2016 dated January 29, 2016

confirming the following:

i. Demand of duty totaling to Rs. 82,87,786.24/- on import of betel nuts to be paid under

proviso to Section 28 (1) now Section 28 (4) of the Act.

ii. Final assessment of duty at Rs. 1,13,85,057.49/- under Section 18 (2) of the Act along

with interest as applicable under Section 18 (3) of the Act for import of betel nuts through

Nhava Sheva port and encashment of bank guarantee furnished by the Appellant for

provisional assessment towards duty payable on import

iii. Confiscation of betel nuts imported of assessable value collectively totaling at Rs.

1,77,04,143.03/- under Section 111 (o) of the Act.

iv. Penalty of Rs. 5,00,000/- on Appellant Director under Section 112 of the Act

Being aggrieved by the Order-In-Original, the Appellant has filed an appeal number

C/75572/2016 and C/75579/2016 before the Customs, Excise and Service Tax Appellate

Tribunal, Kolkata (hereinafter referred to as the ―Appellate Tribunal‖). The Appellate Tribunal

issued a Notice dated December 7, 2016 fixing the date of hearing on December 14, 2016. The

Appellate Tribunal passed an Interim Order having number IO/56-57/2016 dated December 14,

2016 as per Section 129E of the Customs Act, 1962 asking Appellants to make a pre-deposit of

7.5% of the duty demanded. The Appellant Director has made a pre-deposit of 7.5% of penalty,

amounting to Rs. 37,500/- by cheque having number 092701 of Axis Bank dated May 6, 2016.

The Appellant Company made a pre-deposit of 7.5% of the duty, amounting to Rs. 14,80,000/- by

cheque number 096832 of Axis Bank dated January 4, 2017 to the Appellate Tribunal. The

Appellate Tribunal issued another notice to the Appellants on March 2, 2017 for personal hearing

on March 3, 2017. The matter is currently pending.



Nil

LITIGATIONS INVOLVING OUR SUBSIDIARY COMPANIES

AS ON DATE OF THIS PROSPECTUS, OUR COMPANY DOES NOT HAVE ANY

SUBSIDIARY



Nil

OTHER MATTERS

Nil

DETAILS OF ANY INQUIRY, INSPECTION OR INVESTIGATION INITIATED UNDER

PRESENT OR PREVIOUS COMPANIES LAWS IN LAST FIVE YEARS AGAINST THE

COMPANY OR ITS SUBSIDIARIES

Nil

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OUTSTANDING LITIGATION AGAINST OTHER COMPANIES OR ANY OTHER

PERSON WHOSE OUTCOME COULD HAVE AN ADVERSE EFFECT ON OUR

COMPANY

Nil

MATERIAL DEVELOPMENTS SINCE THE LAST BALANCE SHEET

Except as mentioned under the chapter ― ―Management Discussion and Analysis of Financial

Condition and Result of Operation‖ on page [●] of this Draft Prospectus/ Red Herring Prospectus,

there have been no material developments, since the date of the last audited balance sheet.

OUTSTANDING DUES TO SMALL SCALE UNDERTAKINGS OR ANY OTHER

CREDITORS

As of March 31, 2016, our Company has no creditors except for utilities and expenses like statutory

remittance, expenses payable, employee benefit payable, etc to whom a total amount of Rs. 15.62

lakhs was outstanding. As per the requirements of SEBI Regulations, our Company, pursuant to a

resolution of our Board dated May 22, 2017, considered creditors to whom the amount due exceeds

our Company‗s standalone restated financials for the purpose of identification of material creditors.

Based on the above, the following are the material creditors of our Company.

Creditors Amount (Rs. in Lakhs)

Statutory Remittance 9.86

Advances from debtors 2.54

Creditors other than for goods 0.84

Expenses payable 0.57

Employee benefit Payable 1.86

Further, none of our creditors have been identified as micro enterprises and small scale undertakings

by our Company based on available information. For complete details about outstanding dues to

creditors of our Company, please see website of our Company www.farmico.co.in.

Information provided on the website of our Company is not a part of this Draft Prospectus and should

not be deemed to be incorporated by reference. Anyone placing reliance on any other source of

information, including our Company‗s website, www.farmic.co.in, would be doing so at their own

risk.

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GOVERNMENT AND OTHER STATUTORY APPROVALS

Our Company has received the necessary consents, licenses, permissions, registrations and approvals

from the Government/RBI, various Government agencies and other statutory and/ or regulatory

authorities required for carrying on our present business activities and except as mentioned under this

heading, no further material approvals are required for carrying on our present business activities. Our

Company undertakes to obtain all material approvals and licenses and permissions required to operate

our present business activities. Unless otherwise stated, these approvals or licenses are valid as of the

date of this Draft Prospectus and in case of licenses and approvals which have expired; we have either

made an application for renewal or are in the process of making an application for renewal. In order to

operate our business of Cold Storage Unit, we require various approvals and/ or licenses under

various laws, rules and regulations. For further details in connection with the applicable regulatory

and legal framework, please refer chapter ―Key Industry Regulations and Policies‖ on page 138 of

this Draft Prospectus.

The Company has its business located at:

Registered Office: Off No.1006, 10th Floor, Hubtown Solaris, N.S Phadke Road, Saiwadi, Near

Gokhle Fly Over, Andheri (E) Mumbai, Maharashtra - 400069, India.

Cold Storage Unit/ Sales and Corporate Office: APMC Market Yard, Kalamna Market, Nagpur,

Maharashtra - 440008, India.

Further, except as mentioned herein below, our Company has not yet applied for any licenses for the

proposed activities as contained in the chapter titled ‗Objects of the Issue‘ beginning on page no. 90

of this Draft Prospectus to the extent that such licenses/approvals may be required for the same.

The objects clause of the Memorandum of Association enables our Company to undertake its present

business activities. The approvals required to be obtained by our Company include the following:

APPROVALS FOR THE ISSUE

Corporate Approvals:

1. The Board of Directors have, pursuant to Section 62(1)(c) of the Companies Act 2013, by a

resolution passed at its meeting held on May 22, 2017, authorized the Issue, subject to the approval

of the shareholders and such other authorities as may be necessary.

2. The shareholders of the Company have, pursuant to Section 62(1)(c) of the Companies Act 2013,

by a special resolution passed in the Extra-Ordinary General Meeting/Annual General Meeting

held on June 17, 2017 authorized the Issue.

In- principle approval from the Stock Exchange

We have received in-principle approvals from the stock exchange for the listing of our Equity Shares

pursuant to letter dated [●] bearing reference no. [●].

Agreements with NSDL and CDSL

1. The Company has entered into an agreement dated [●] with the Central Depository Services

(India) Limited (―CDSL‖) and the Registrar and Transfer Agent, who in this case is, Bigshare

Services Private Limited for the dematerialization of its shares.

2. Similarly, the Company has also entered into an agreement dated [●] with the National Securities

Depository Limited (―NSDL‖) and the Registrar and Transfer Agent, who in this case is Bigshare

Services Private Limited for the dematerialization of its shares.

3. The Company's International Securities Identification Number (―ISIN‖) is [●].

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INCORPORATION AND OTHER DETAILS

1. The Certificate of Incorporation dated September 19, 1989 issued by the Additional Registrar of

Companies, Maharashtra, in the name of ―WADHWANI COLD STORAGE & ICE PLANT

PRIVATE LIMITED‖.

2. Fresh Certificate of Incorporation dated October 13, 2015 issued by Deputy Registrar of

Companies, Mumbai pursuant to change of name pursuant to rule 29 of the Companies

(Incorporation) Rules, 2014 from ―WADHWANI COLD STORAGE & ICE PLANT PRIVATE

LIMITED‖ to ―FARMICO COLD STORAGE AND ICE PLANT PRIVATE LIMITED‖.

3. Fresh Certificate of Incorporation dated November 06, 2015 issued by Deputy Registrar of

Companies, Mumbai pursuant to change of name pursuant to rule 29 of the Companies

(Incorporation) Rules, 2014 from ―FARMICO COLD STORAGE AND ICE PLANT PRIVATE

LIMITED‖ to ―FARMICO COLD STORAGE PRIVATE LIMITED‖.

4. Fresh Certificate of Incorporation Consequent upon Conversion from Private Company to Public

company issued on November 23, 2016 by the Registrar of Companies, Mumbai in the name of

―FARMICO COLD STORAGE LIMITED‖.

5. The Corporate Identification Number (CIN) of the Company is U63002MH1989PLC053536.

APPROVALS/LICENSES RELATED TO OUR BUSINESS ACTIVITIES

We require various approvals and/ or licenses under various rules and regulations to conduct our

business. Some of the material approvals required by us to undertake our business activities are set out

below:

Sr.

No.

Description Authority Registration No./

Reference No./

License No.

Date of

Issue

Date of

Expiry

1 License to work

a factory

(under Factories

Act, 1948 and

Rules made

thereunder)

in the name of

Wadhwani Cold

Storage and Ice

Plant Limited

Directorate of

Industrial Safety &

Health (Workers

department),

Government of India

License No : 56263

before this licence

no. 077988

Registration no:

1675/NGP/2(2 No.

(i)

April 11,

2007

December 12,

2018

TAX RELATED APPROVALS/LICENSES/REGISTRATIONS

Sr.

No.

Authorisation

granted

Issuing Authority Registration No./

Reference No./

License No.

Date of

Issue

Validity

1 Permanent

Account Number

(PAN)

Income Tax

Department,

Government of

India

AAACW1802F January 17,

2017

Perpetual

2 Tax Deduction

Account Number

Income Tax

Department,

NGPW00291E April 07,

2005

Perpetual

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Sr.

No.

Authorisation

granted

Issuing Authority Registration No./

Reference No./

License No.

Date of

Issue

Validity

(TAN)

in the name of

Wadhwani Cold

Storage and Ice

Plant Limited

Government of

India

3 Professional Tax

Enrolment

Certificate

(PTEC)

under Section (2)

of sub section

(2A) or sub

section (3) of

section 5 of the

Maharashtra State

Tax on

Professions,

Trades, Callings

and Employments

Act, 1975 and

rules made

thereunder

Sales Tax

Department,

Government of

Maharashtra

Enrolment

Certificate Number :

99493015142P

Date of

Effectivene

ss: April

01, 2013

NA

LABOUR RELATED APPROVALS/REGISTRATIONS

Sr.

No.

Description Authority Registration

No./Reference

No./License No.

Date of Issue

1. Employees Provident

Fund Registration

(under Employees‘

Provident Funds and

Miscellaneous

Provisions Act, 1952

and rules made

thereunder)

Office of the

Regional Provident

Fund Commissioner,

Sub Regional Office,

Nagpur

Certificate No.

MH/Coverage/6358

9/4396

Establishment

Code: MH63589

January 30, 2003

2 Registration for

Employees State

Insurance

(under Employees

State Insurance Act,

Employees State

Insurance

Corporation, Nagpur

WCS/ESIC/991/05 Original certificate is

not traceable by

company

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1948 and rules made

thereunder)

ENVIRONMENT RELATED LICENSES /APPROVALS/ REGISTRATIONS

Sr

No.

Description Authority Registration

Number

Date of

Certificate

Date of

Expiry

1 Consent to Operate

issued by State

Pollution Control

Board Under section

26 of the Water

(Prevention &

Control of Pollution)

Act, 1974 & Under

section 21 of the Air

(Prevention &

Control of Pollution)

Act, 1981 and

Authorisation /

Renewal of

Authorisation under

Rule 5 of the

Hazardous Wastes

(Management,

handling

&Transboundary

movement) Rules

2008

Regional Officer,

Maharashtra

Pollution Control

Board, Nagpur

Consent No:

MPCB/16/9184

July 16 ,

2016

March 31,

2018

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INTELLECTUAL PROPERTY RELATED APPROVALS/REGISTRATIONS

TRADEMARKS

Sr.

No

.

Trademar

k

Tradem

ark

Type

Class Applica

nt

Applicati

on No.

Date of

Applicat

ion

Validity/

Renewal

Registrati

on

Status

1.

Device 39 Chandra

prakash

Wadhwa

ni

(Single

Firm)

3504550 March

04, 2017

- Accepted

and

Advertised

Company has confirmed that no other applications have been made by the Company nor has it

registered any type of intellectual property including trademarks/copyrights/patents etc.

MATERIAL LICENSES / APPROVALS FOR WHICH THE COMPANY IS YET TO APPLY

1. Renewal/ Consent to Establish the Unit for a product at a particular production capacity issued by

State Pollution Control Board.

2. Udyog Aadhar Memorandum/ Entrepreneurs Memorandum for setting micro, small and medium

Enterprises

3. Professional Tax Registration Certificate (PTRC)

4. All the approvals mentioned above are required to be transferred in the name of ―FARMICO

COLD STORAGE LIMITED‖ from its earlier names pursuant to name change of our company.

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OTHER REGULATORY AND STATUTORY DISCLOSURES

AUTHORITY FOR THE ISSUE

The Issue has been authorized by a resolution passed by our Board of Directors at its meeting held on

November 25, 2016 and by the shareholders of our Company by a Special Resolution, pursuant to

Section 62(1)(c) of the Companies Act, 2013 passed at the Annual General Meeting of our Company

held on December 02, 2016 at the Registered Office of the Company.

PROHIBITION BY SEBI, RBI OR OTHER GOVERNMENTAL AUTHORITIES

Neither our Company nor any of our Company, our Directors, our Promoter, relatives of Promoter,

our Promoter Group and our Group Companies has been declared as wilful defaulter(s) by the RBI or

any other governmental authority. Further, there has been no violation of any securities law

committed by any of them in the past and no such proceedings are currently pending against any of

them.

We confirm that our Company, Promoter, Promoter Group, Directors or Group Companies have not

been prohibited from accessing or operating in the capital markets under any order or direction passed

by SEBI or any other government authority. Neither our Promoter, nor any of our Directors or persons

in control of our Company were or is a promoter, director or person in control of any other company

which is debarred from accessing the capital market under any order or directions made by the SEBI

or any other governmental authorities.

None of our Directors are associated with the securities market in any manner, including securities

market related business.

ELIGIBITY FOR THIS ISSUE

Our Company is eligible for the Issue in accordance with regulation 106M(1) and other provisions of

chapter XB of the SEBI (ICDR) Regulations as the post issue face value capital does not exceed Rs.

1,000 lakhs. Our Company also complies with the eligibility conditions laid by the SME Platform of

BSE for listing of our Equity Shares.

We confirm that:

1. In accordance with regulation 106(P) of the SEBI (ICDR) Regulations, this Issue will be hundred

percent underwritten and that the LM will underwrite at least 15% of the total issue size. For

further details pertaining to underwriting please refer to chapter titled ―General Information‖


2. In accordance with Regulation 106(R) of the SEBI (ICDR) Regulations, we shall ensure that the

total number of proposed allottees in the Issue is greater than or equal to fifty, otherwise, the

entire application money will be refunded forthwith. If such money is not repaid within eight days

from the date our company becomes liable to repay it, then our company and every officer in

default shall, on and from expiry of eight days, be liable to repay such application money, with

interest as prescribed under section 40 of the Companies Act, 2013.

3. In accordance with Regulation 106(O) the SEBI (ICDR) Regulations, we have not filed any Offer

Document with SEBI nor has SEBI issued any observations on our Offer Document. Also, we

shall ensure that our Lead Manager submits the copy of Prospectus along with a Due Diligence

Certificate including additional confirmations as required to SEBI at the time of filing the

Prospectus with Stock Exchange and the Registrar of Companies.

4. In accordance with Regulation 106(V) of the SEBI ICDR Regulations, the LM will ensure

compulsory market making for a minimum period of three years from the date of listing of Equity

Shares offered in the Issue. For further details of the market making arrangement see chapter

titled ―General Information‖ beginning on page 62 of this Draft Prospectus.

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5. The Company has Net Tangible assets of at least Rs. 3 crore as per the latest audited financial

results.

6. The Net worth (excluding revaluation reserves) of the Company is at least Rs. 3 crore as per the

latest audited financial results.

7. The Company has track record of distributable profits in terms of section 123 of Companies Act

for at least two years out of immediately preceding three financial years and each financial year

has a period of at least 12 months.

8. The Distributable Profit of the Company as per the restated standalone financial statements for

the period ended December 30, 2016 and year ended March 31, 2016, 2015, 2014, 2013, and

2012 is as set forth below:

(Rs. In lakhs)

Particulars March 31,

2012

March 31,

2013

March 31,

2014

March 31,

2015

March 31,

2016

December

30, 2016

Distributable

Profits* 7.63 18.08 19.2 27.53 54.28 52.84

Net Tangible

Assets** 316.38 282.11 974.72 1388 1407.98 1434.52

Net

Worth*** 171.65 189.72 208.93 234.18 288.46 341.29

The Distributable Profit of the Company as per the restated consolidated financial statements for the

period ended December 30, 2016 and year ended March 31, 2016, 2015, 2014, 2013, and 2012 is as

set forth below

(Rs. In lakhs)

Particulars March 31,

2012

March 31,

2013

March 31,

2014

March 31,

2015

March 31,

2016

December

30, 2016

Distributable

Profits* 7.63 18.08 19.2 111.85 119.95 122.14

Net Tangible

Assets** 316.38 282.11 974.72 2996.5 3786.36 2867.24

Net

Worth*** 171.65 189.72 208.93 234.58 635.26 718.00

* ―Distributable profits‖ have been computed in terms section 123 of the Companies Act, 2013.

** ‗Net tangible assets‘ are defined as the sum of all net assets (i.e. non current assets, current assets

less current liabilities) of our Company, excluding intangible assets as defined in Accounting

Standard 26 (AS 26) issued by the Institute of Chartered Accountants of India

*** ―Net Worth‖ has been defined as the aggregate of the paid up share capital, share application

money (excluding the portion included in other current liabilities) and reserves and surplus excluding

miscellaneous expenditure, if any

9. The Post-issue paid up capital of the Company shall be at least Rs. 3 crore.

10. The Company shall mandatorily facilitate trading in demat securities and will enter into an

agreement with both the depositories.

11. The Company has not been referred to Board for Industrial and Financial Reconstruction.

12. No petition for winding up is admitted by a court or a liquidator has not been appointed of

competent jurisdiction against the Company.

13. No material regulatory or disciplinary action has been taken by any stock exchange or regulatory

authority in the past three years against the Company.

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14. There has been no change in the promoter(s) of the Company in the one year preceding the date

of filing application to BSE for listing on SME segment.

15. The Company has a website www.farmico.co.in

We further confirm that we shall be complying with all the other requirements as laid down for such

an Issue under Chapter X-B of SEBI (ICDR) Regulations and subsequent circulars and guidelines

issued by SEBI and the Stock Exchange.

As per Regulation 106(M)(3) of SEBI (ICDR) Regulations, 2009, the provisions of regulations 6(1),

6(2), 6(3), regulation 8, regulation 9, regulation 10, regulation 25, regulation 26, regulation 27 and

sub- regulation (1) of regulation 49 of SEBI (ICDR) Regulations, 2009 shall not apply to us in this

Issue.


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DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE OFFER

DOCUMENT TO SECURITIES AND EXCHANGE BOARD OF INDIA SHOULD NOT, IN

ANY WAY, BE DEEMED OR CONSTRUED TO MEAN THAT THE SAME HAS BEEN

CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY

EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR

WHICH THIS ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF

THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT.

THE LEAD MANAGER, PANTOMATH CAPITAL ADVISORS PRIVATE LIMITED HAS

CERTIFIED THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE

GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (ISSUE OF

CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, IN FORCE FOR

THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE

AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS

PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND

DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS DRAFT PROSPECTUS,

THE LEAD MANAGER, PANTOMATH CAPITAL ADVISORS PRIVATE LIMITED, IS

EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY

DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS

THIS PURPOSE, THE LEAD MANAGER, PANTOMATH CAPITAL ADVISORS PRIVATE

LIMITED, HAS FURNISHED TO THE STOCK EXCHANGE AND SEBI, A DUE

DILIGENCE CERTIFICATE:

“WE, THE UNDER NOTED LEAD MANAGER TO THE ABOVE MENTIONED

FORTHCOMING ISSUE, STATE AND CONFIRM AS FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING

TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES

WITH COLLABORATORS, ETC. AND OTHER MATERIAL IN CONNECTION WITH

THE FINALISATION OF THE DRAFT PROSPECTUS PERTAINING TO THE SAID

ISSUE;

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE

ISSUER, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND

INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE

OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE

DOCUMENTS AND OTHER PAPERS FURNISHED BY THE ISSUER, WE CONFIRM

THAT:

A. THE DRAFT PROSPECTUS FILED WITH THE BOARD IS IN CONFORMITY

WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE

ISSUE;

B. ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE

REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY THE

BOARD, THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT

AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND

C. THE DISCLOSURES MADE IN THE DRAFT PROSPECTUS ARE TRUE, FAIR AND

ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED

DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH

DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE

COMPANIES ACT, 2013, THE SECURITIES AND EXCHANGE BOARD OF INDIA

(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009

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AND OTHER APPLICABLE LEGAL REQUIREMENTS.

3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED

IN THE DRAFT PROSPECTUS ARE REGISTERED WITH THE BOARD AND THAT

TILL DATE SUCH REGISTRATION IS VALID.

4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE

UNDERWRITERS TO FULFILL THEIR UNDERWRITING COMMITMENTS. –

NOTED FOR COMPLIANCE

5. WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN

OBTAINED FOR INCLUSION OF THEIR EQUITY SHARES AS PART OF

PROMOTERS‟ CONTRIBUTION SUBJECT TO LOCK-IN AND THE EQUITY

SHARES PROPOSED TO FORM PART OF PROMOTERS‟ CONTRIBUTION

SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED / SOLD / TRANSFERRED BY

THE PROMOTER DURING THE PERIOD STARTING FROM THE DATE OF FILING

THE DRAFT PROSPECTUS WITH THE BOARD TILL THE DATE OF

COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT

PROSPECTUS.

6. WE CERTIFY THAT REGULATION 33 OF THE SECURITIES AND EXCHANGE

BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)

REGULATIONS, 2009, WHICH RELATES TO SPECIFIED SECURITIES INELIGIBLE

FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY

COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE

WITH THE SAID REGULATION HAVE BEEN MADE IN THE DRAFT PROSPECTUS.

7. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE

(C) AND (D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES

AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE

REQUIREMENTS) REGULATIONS, 2009 SHALL BE COMPLIED WITH. WE

CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT

PROMOTERS‟ CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY

BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS‟

CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE BOARD.

WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO

ENSURE THAT PROMOTERS‟ CONTRIBUTION SHALL BE KEPT IN AN ESCROW

ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE

RELEASED TO THE ISSUER ALONG WITH THE PROCEEDS OF THE PUBLIC

ISSUE. – NOT APPLICABLE

8. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH

THE FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE

„MAIN OBJECTS‟ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF

ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE

ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN

TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION. –

COMPLIED TO THE EXTENT APPLICABLE.

9. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO

ENSURE THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT

IN A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3)

OF SECTION 40 OF THE COMPANIES ACT, 2013 AND THAT SUCH MONEYS

SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS

OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE DRAFT

PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED

INTO BETWEEN THE BANKER TO THE ISSUE AND THE ISSUER SPECIFICALLY

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CONTAINS THIS CONDITION – NOTED FOR COMPLIANCE

10. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT

PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET

THE SHARES IN DEMAT OR PHYSICAL MODE.- NOT APPLICABLE, AS IN TERMS

OF THE PROVISIONS OF SECTION 29 OF THE COMPANIES ACT, 2013, THE

SHARES ISSUED IN THE PUBLIC ISSUE SHALL BE IN DEMAT FORM ONLY.

11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE

SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND

DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 HAVE BEEN MADE IN

ADDITION TO DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE

TO ENABLE THE INVESTOR TO MAKE A WELL INFORMED DECISION.

12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE

DRAFT PROSPECTUS:

A. AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE

SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE

ISSUER AND

B. AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH

DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM

TIME TO TIME.

13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO

ADVERTISEMENT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF

INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,

2009 WHILE MAKING THE ISSUE. – NOTED FOR COMPLIANCE

14. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE

THAT HAS BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT

BUSINESS BACKGROUND OF THE ISSUER, SITUATION AT WHICH THE

PROPOSED BUSINESS STANDS, THE RISK FACTORS, PROMOTERS EXPERIENCE,

ETC.

15. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE

WITH THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE

BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)

REGULATIONS, 2009, CONTAINING DETAILS SUCH AS THE REGULATION

NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE, PAGE NUMBER OF THE

DRAFT PROSPECTUS WHERE THE REGULATION HAS BEEN COMPLIED WITH

AND OUR COMMENTS, IF ANY.- NOTED FOR COMPLIANCE

16. WE ENCLOSE STATEMENT ON „PRICE INFORMATION OF PAST ISSUES

HANDLED BY MERCHANT BANKERS‟ AS PER FORMAT SPECIFIED BY THE

BOARD (SEBI) THROUGH CIRCULAR – DETAILS ARE ENCLOSED IN

“ANNEXURE A”

17. WE CERTIFY THAT PROFITS FROM RELATED PARTY TRANSACTIONS HAVE

ARISEN FROM LEGITIMATE BUSINESS TRANSACTIONS.” COMPLIED WITH TO

THE EXTENT OF THE RELATED PARTY TRANSACTIONS REPORTED IN

ACCORDANCE WITH ACCOUNTING STANDARD 18 IN THE FINANCIAL

STATEMENTS OF THE COMPANY INCLUDED IN THE DRAFT PROSPECTUS

ADDITIONAL CONFIRMATIONS/ CERTIFICATION TO BE GIVEN BY MERCHANT

BANKER IN DUE DILIGENCE CERTIFICATE TO BE GIVEN ALONG WITH OFFER

DOCUMENT REGARDING SME EXCHANGE

(1) “WE CONFIRM THAT NONE OF THE INTERMEDIARIES NAMED IN THE DRAFT

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PROSPECTUS HAVE BEEN DEBARRED FROM FUNCTIONING BY ANY

REGULATORY AUTHORITY.

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(2) WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN RESPECT OF THE

ISSUER HAVE BEEN MADE IN DRAFT PROSPECTUS AND CERTIFY THAT ANY

MATERIAL DEVELOPMENT IN THE ISSUER OR RELATING TO THE ISSUE UP TO

THE COMMENCEMENT OF LISTING AND TRADING OF THE EQUITY SHARES

OFFERED THROUGH THIS ISSUE SHALL BE INFORMED THROUGH PUBLIC

NOTICES/ ADVERTISEMENTS IN ALL THOSE NEWSPAPERS IN WHICH PRE-

ISSUE ADVERTISEMENT AND ADVERTISEMENT FOR OPENING OR CLOSURE

OF THE ISSUE HAVE BEEN GIVEN.

(3) WE CONFIRM THAT THE ABRIDGED PROSPECTUS CONTAINS ALL THE

DISCLOSURES AS SPECIFIED IN THE SECURITIES AND EXCHANGE BOARD OF

INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,

2009. – NOTED FOR COMPLIANCE

(4) WE CONFIRM THAT AGREEMENTS HAVE BEEN ENTERED INTO WITH THE

DEPOSITORIES FOR DEMATERIALISATION OF THE EQUITY SHARES OF THE

ISSUER - NOTED FOR COMPLIANCE

(5) WE CERTIFY THAT AS PER THE REQUIREMENTS OF FIRST PROVISO TO SUB-

REGULATION (4) OF REGULATION 32 OF SECURITIES AND EXCHANGE BOARD

OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)

REGULATIONS, 2009; CASH FLOW STATEMENT HAS BEEN PREPARED AND

DISCLOSED IN THE PROSPECTUS. – NOT APPLICABLE

(6) WE CONFIRM THAT UNDERWRITING AND MARKET MAKING ARRANGEMENTS

AS PER REQUIREMENTS OF REGULATION 106P AND 106V OF THE SECURITIES

AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE

REQUIREMENTS) REGULATIONS, 2009 HAVE BEEN MADE.

Note:

The filing of this Draft Prospectus does not, however, absolve our Company from any liabilities under

Section 34 and 36 of the Companies Act, 2013 or from the requirement of obtaining such statutory

and other clearances as may be required for the purpose of the proposed Issue. SEBI further reserves

the right to take up at any point of time, with the Lead manager any irregularities or lapses in this

Draft Prospectus.

All legal requirements pertaining to the Issue will be complied with at the time of registration of the

Prospectus with the Registrar of Companies, Mumbai, Maharashtra, in terms of Section 26, 30 and 32

of the Companies Act, 2013.

DISCLAIMER STATEMENT FROM OUR COMPANY AND THE LEAD MANAGER

Our Company, our Directors and the Lead Manager accept no responsibility for statements made

otherwise than in this Draft Prospectus or in the advertisements or any other material issued by or at

instance of our Company and anyone placing reliance on any other source of information, including

our website www.farmico.co.in would be doing so at his or her own risk.

Caution

The Lead Manager accepts no responsibility, save to the limited extent as provided in the Agreement

for Issue Management entered into among the Lead Manager and our Company dated May 22, 2017,

the Underwriting Agreement dated May 22, 2017 entered into among the Underwriter and our

Company and the Market Making Agreement dated May 22, 2017 entered into among the Market

Maker, Lead Manager and our Company.

Our Company and the Lead Manager shall make all information available to the public and investors

at large and no selective or additional information would be available for a section of the investors in


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any manner whatsoever including at road show presentations, in research or sales reports or at

collection centres, etc.

The Lead Manager and its associates and affiliates may engage in transactions with and perform

services for, our Company and associates of our Company in the ordinary course of business and may

in future engage in the provision of services for which they may in future receive compensation.

Pantomath Capital Advisors Private Limited is not an ‗associate‘ of the Company and is eligible to

Lead Manager this Issue, under the SEBI (Merchant Bankers) Regulations, 1992.

Investors who apply in this Issue will be required to confirm and will be deemed to have

represented to our Company and the Underwriter and their respective directors, officers,

agents, affiliates and representatives that they are eligible under all applicable laws, rules,

regulations, guidelines and approvals to acquire Equity Shares and will not offer, sell, pledge or

transfer the Equity Shares to any person who is not eligible under applicable laws, rules,

regulations, guidelines and approvals to acquire Equity Shares. Our Company and the Lead

Manager and their respective directors, officers, agents, affiliates and representatives accept no

responsibility or liability for advising any investor on whether such investor is eligible to

acquire Equity Shares.

PRICE INFORMATION AND THE TRACK RECORD OF THE PAST ISSUES HANDLED

BY THE LEAD MANAGER

For details regarding the price information and track record of the past issue handled by Pantomath

Capital Advisors Private Limited, as specified in Circular reference CIR/CFD/DIL/7/2015 dated

October 30, 2015 issued by SEBI, please refer ―Annexure A‖ to this Draft Prospectus and the website

of the Lead Manager at www.pantomathgroup.com

DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is being made in India to persons resident in India (including Indian nationals resident in

India who are not minors, HUFs, companies, corporate bodies and societies registered under the

applicable laws in India and authorized to invest in shares, Indian Mutual Funds registered with SEBI,

Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to

RBI permission), or trusts under applicable trust law and who are authorized under their constitution

to hold and invest in shares, public financial institutions as specified in Section 2(72) of the

Companies Act, 2013, VCFs, state industrial development corporations, insurance companies

registered with Insurance Regulatory and Development Authority, provident funds (subject to

applicable law) with minimum corpus of Rs. 2,500 Lakhs, pension funds with minimum corpus of Rs.

2,500 Lakhs and the National Investment Fund, and permitted non-residents including FPIs, Eligible

NRIs, multilateral and bilateral development financial institutions, FVCIs and eligible foreign

investors, provided that they are eligible under all applicable laws and regulations to hold Equity

Shares of the Company. The Draft Prospectus does not, however, constitute an invitation to purchase

shares offered hereby in any jurisdiction other than India to any person to whom it is unlawful to

make an offer or invitation in such jurisdiction. Any person into whose possession this Draft

Prospectus comes is required to inform himself or herself about, and to observe, any such restrictions.

Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in

Mumbai only.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action

would be required for that purpose, except that the Draft Prospectus had been filed with BSE for its

observations and BSE gave its observations on the same. Accordingly, the Equity Shares represented

hereby may not be offered or sold, directly or indirectly, and this Draft Prospectus may not be

distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such

jurisdiction. Neither the delivery of this Draft Prospectus nor any sale hereunder shall, under any

circumstances, create any implication that there has been no change in the affairs of our Company

since the date hereof or that the information contained herein is correct as of any time subsequent to

this date.

http://www.pantomathgroup.com/

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The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other

jurisdiction outside India and may not be offered or sold, and applications may not be made by

persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Further, each applicant where required agrees that such applicant will not sell or transfer any Equity

Shares or create any economic interest therein, including any off-shore derivative instruments, such as

participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an

exemption from, or in a transaction not subject to, the registration requirements of the Securities Act

and in compliance with applicable laws, legislations and Draft Prospectus in each jurisdiction,

including India.

DISCLAIMER CLAUSE OF THE SME PLATFORM OF BSE

BSE Limited (―BSE‖) has given vide its letter dated [●] permission to this Company to use its name

in this offer document as one of the stock exchanges on which this company‘s securities are proposed

to be listed on the SME Platform. BSE has scrutinized this offer document for its limited internal

purpose of deciding on the matter of granting the aforesaid permission to this Company. BSE Ltd

does not in any manner:-

i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer

document; or

ii. warrant that this Company‘s securities will be listed or will continue to be listed on BSE; or

iii. take any responsibility for the financial or other soundness of this Company, its promoter, its

management or any scheme or project of this Company;

and it should not for any reason be deemed or construed that this offer document has been cleared or

approved by BSE. Every person who desires to apply for or otherwise acquires any securities of this

Company may do so pursuant to independent inquiry, investigation and analysis and shall not have

any claim against BSE whatsoever by reason of any loss which may be suffered by such person

consequent to or in connection with such subscription/acquisition whether by reason of anything

stated or omitted to be stated herein or for any other reason whatsoever.

FILING

The Draft Prospectus has not been filed with SEBI, nor SEBI has issued any observation on the Offer

Document in terms of Regulation 106(M)(3). However, a copy of the Prospectus shall be filed with

SEBI at SEBI Bhavan, Plot No.C4-A,'G' Block, Bandra Kurla Complex, Bandra (East), Mumbai –

400051, Maharashtra, India. A copy of the Prospectus, along with the documents required to be filed

under Section 26 of the Companies Act, 2013 shall be delivered to the RoC situated at Registrar of

Companies, Mumbai, 100, Everest, Marine Drive Mumbai- 400002 and shall also be filed with SEBI

at the SEBI Bhavan, Plot No.C4-A,'G' Block, Bandra Kurla Complex, Bandra (East), Mumbai –

400051, Maharashtra, India

LISTING

In terms of Chapter XB of the SEBI (ICDR) Regulations, there is no requirement of obtaining in-

principle approval from SME Platform of BSE. However application will be made to the SME

Platform of BSE for obtaining permission to deal in and for an official quotation of our Equity Shares.

BSE will be the Designated Stock Exchange, with which the Basis of Allotment will be finalized.

The SME Platform of BSE has given its in-principle approval for using its name in our Draft

Prospectus vide its letter dated [●].

If the permissions to deal in and for an official quotation of our Equity Shares are not granted by the

SME Platform of BSE, our Company will forthwith repay, without interest, all moneys received from

the applicants in pursuance of the Draft Prospectus. If such money is not repaid within 8 days after

our Company becomes liable to repay it (i.e. from the date of refusal or within 15 working days from

the Issue Closing Date), then our Company and every Director of our Company who is an officer in

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default shall, on and from such expiry of 8 days, be liable to repay the money, with interest at the rate

of 15% per annum on application money, as prescribed under section 40 of the Companies Act, 2013.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and

commencement of trading at the SME Platform of the BSE mentioned above are taken within six

Working Days from the Issue Closing Date.

CONSENTS

Consents in writing of: (a) the Directors, the Promoter, the Company Secretary & Compliance

Officer, Chief Financial Officer, Statutory Auditor, Lenders, Peer Reviewed Auditor, and (b) Lead

Manager, Underwriter, Market Maker, Registrar to the Issue, Public Issue Bank/Banker to the Issue

and Refund Banker to the Issue, Legal Advisor to the Issue, Banker to the Company to act in their

respective capacities have been obtained and will be filed along with a copy of the Prospectus with the

RoC, as required under Sections 26 of the Companies Act, 2013 and such consents shall not be

withdrawn up to the time of delivery of the Prospectus for registration with the RoC. Our Peer

Reviewed Auditors have given their written consent to the inclusion of their report in the form and

context in which it appears in this Draft Prospectus and such consent and report shall not be

withdrawn up to the time of delivery of the Prospectus for filing with the RoC.

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EXPERT TO THE ISSUE

Except as stated below, Our Company has not obtained any expert opinions:

- Report of the Peer Reviewed Auditor on Statement of Tax Benefits

- Report on Restated Financials Statement

EXPENSES OF THE ISSUE

The expenses of this Issue include, among others, underwriting and management fees, printing and

distribution expenses, legal fees, statutory advertisement expenses and listing fees. For details of total

expenses of the Issue, refer to chapter ―Objects of the Issue‖ beginning on page 90 of this Draft

Prospectus.

DETAILS OF FEES PAYABLE

Fees Payable to the Lead Manager

The total fees payable to the Lead Manager will be as per the Mandate Letter issued by our Company

to the Lead Manager, the copy of which is available for inspection at our Registered Office.

Fees Payable to the Registrar to the Issue

The fees payable to the Registrar to the Issue will be as per the Agreement signed by our Company

and the Registrar to the Issue dated May 22, 2017, a copy of which is available for inspection at our

Registered Office. The Registrar to the Issue will be reimbursed for all out-of-pocket expenses

including cost of stationery, postage, stamp duty and communication expenses. Adequate funds will

be provided by the Company to the Registrar to the Issue to enable them to send unblocking or

allotment advice by registered post/ speed post/ under certificate of posting.

Fees Payable to Others

The total fees payable to the Legal Advisor, Auditor and Advertiser, etc. will be as per the terms of

their respective engagement letters if any.

UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION

The underwriting commission and selling commission for this Issue is as set out in the Underwriting

Agreement entered into between our Company and the Lead Manager. Payment of underwriting

commission, brokerage and selling commission would be in accordance with Section 40 of

Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014.

PREVIOUS RIGHTS AND PUBLIC ISSUES SINCE THE INCORPORATION

We have not made any previous rights and/or public issues since incorporation, and are an ―Unlisted

Issuer‖ in terms of the SEBI (ICDR) Regulations and this Issue is an ―Initial Public Offering‖ in terms

of the SEBI (ICDR) Regulations.

PREVIOUS ISSUES OF SHARES OTHERWISE THAN FOR CASH

Except as stated in the chapter titled ―Capital Structure‖ beginning on page 70 of this Draft

Prospectus, our Company has not issued any Equity Shares for consideration otherwise than for cash.

COMMISSION AND BROKERAGE ON PREVIOUS ISSUES

Since this is the initial public offer of the Equity Shares by our Company, no sum has been paid or has

been payable as commission or brokerage for subscribing to or procuring or agreeing to procure

subscription for any of our Equity Shares since our inception.

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PARTICULARS IN REGARD TO OUR COMPANY AND OTHER LISTED COMPANIES

UNDER THE SAME MANAGEMENT WITHIN THE MEANING OF SECTION 370 (1B) OF

THE COMPANIES ACT, 1956 WHICH MADE ANY CAPITAL ISSUE DURING THE LAST

THREE YEARS

None of the equity shares of our Group Companies are listed on any recognized stock exchange. None

of the above companies have raised any capital during the past 3 years.

PROMISE VERSUS PERFORMANCE FOR OUR COMPANY

Our Company is an ―Unlisted Issuer‖ in terms of the SEBI (ICDR) Regulations, and this Issue is an

―Initial Public Offering‖ in terms of the SEBI (ICDR) Regulations. Therefore, data regarding promise

versus performance is not applicable to us.

OUTSTANDING DEBENTURES, BONDS, REDEEMABLE PREFERENCE SHARES AND

OTHER INSTRUMENTS ISSUED BY OUR COMPANY

As on the date of this Draft Prospectus, our Company has no outstanding debentures, bonds or

redeemable preference shares.

STOCK MARKET DATA FOR OUR EQUITY SHARES

Our Company is an ―Unlisted Issuer‖ in terms of the SEBI (ICDR) Regulations, and this Issue is an

―Initial Public Offering‖ in terms of the SEBI (ICDR) Regulations. Thus there is no stock market data

available for the Equity Shares of our Company.

MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES

The Agreement between the Registrar and our Company provides for retention of records with the

Registrar for a period of at least three year from the last date of dispatch of the letters of allotment,

demat credit and unblocking of funds to enable the investors to approach the Registrar to this Issue for

redressal of their grievances. All grievances relating to this Issue may be addressed to the Registrar

with a copy to the Compliance Officer, giving full details such as the name, address of the applicant,

number of Equity Shares applied for, amount paid on application and the bank branch or collection

centre where the application was submitted.

All grievances relating to the ASBA process may be addressed to the SCSB, giving full details such

as name, address of the applicant, number of Equity Shares applied for, amount paid on application

and the Designated Branch or the collection centre of the SCSB where the Application Form was

submitted by the ASBA applicants.

DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY

Our Company or the Registrar to the Issue or the SCSB in case of ASBA Applicant shall redress

routine investor grievances within 15 working days from the date of receipt of the complaint. In case

of non-routine complaints and complaints where external agencies are involved, our Company will

seek to redress these complaints as expeditiously as possible.

We have constituted the Stakeholders Relationship Committee of the Board vide resolution passed at

the Board Meeting held on November 25, 2016. For further details, please refer to the chapter titled

―Our Management‖ beginning on page 149 of this Draft Prospectus.

Our Company has appointed Namrata Batavia as Compliance Officer and she may be contacted at the

following address:

Namrata Batavia




Tel: 0712 - 2790585

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Fax: Not Available




Investors can contact the Compliance Officer or the Registrar in case of any pre-Issue or post-Issue

related problems such as non-receipt of letters of allocation, credit of allotted Equity Shares in the

respective beneficiary account or unblocking of funds, etc.

CHANGES IN AUDITORS DURING THE LAST THREE FINANCIAL YEARS

Except as Demble Ramani & Co., erstwhile Statutory Auditor of the Company who have resigned as

Statutory Auditors in financial years 2016-17 and appointment of CPM & Associates for financial

year 2016-17 there has been no change in auditors during the last three 3 years:

CAPITALISATION OF RESERVES OR PROFITS

Save and except as stated in the chapter titled ―Capital Structure‖ beginning on page 70 of this Draft

Prospectus, our Company has not capitalized its reserves or profits during the last five years.

REVALUATION OF ASSETS

Our Company has revalued its assets in the year 2015-2016 but we have not issued any Equity shares

including bonus shares by capitalizing any revaluation reserves.

PURCHASE OF PROPERTY

Other than as disclosed in this Draft Prospectus, there is no property which has been purchased or

acquired or is proposed to be purchased or acquired which is to be paid for wholly or partly from the

proceeds of the present Issue or the purchase or acquisition of which has not been completed on the

date of this Draft Prospectus.

Except as stated elsewhere in this Draft Prospectus, our Company has not purchased any property in

which the Promoter and / or Directors have any direct or indirect interest in any payment made there

under.

SERVICING BEHAVIOR

There has been no default in payment of statutory dues or of interest or principal in respect of our

borrowings or deposits.



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SECTION VII – ISSUE INFORMATION

TERMS OF THE ISSUE

The Equity Shares being issued and transferred are subject to the provisions of the Companies Act,

2013, SEBI ICDR Regulations, our Memorandum and Articles of Association, the SEBI Listing

Regulations, the terms of the Draft Prospectus, the Prospectus, Application Form, ASBA Application

Form, the Revision Form, the Confirmation of Allocation Note and other terms and conditions as may

be incorporated in the allotment advices and other documents / certificates that may be executed in

respect of the Issue. The Equity Shares shall also be subject to laws as applicable, guidelines,

notifications and regulations relating to the issue of capital and listing and trading of securities

issued from time to time by SEBI, the Government of India, the Stock Exchange, the RBI, RoC and / or

other authorities, as in force on the date of the Issue and to the extent applicable.

Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10.

2015 All the investors applying in a public issue shall use only Application Supported by Blocked

Amount (ASBA) facility for making payment.

Further vide the said circular Registrar to the Issue and Depository Participants have been also

authorised to collect the Application forms. Investors may visit the official websites of the concerned

stock exchanges for any information on operationalization of this facility of form collection by

Registrar to the Issue and DPs as and when the same is made available.

RANKING OF EQUITY SHARES

The Equity Shares being issued in the Issue shall be subject to the provisions of the Companies Act,

2013 and the Memorandum and Articles of Association and shall rank pari-passu with the existing

Equity Shares of our Company including rights in respect of dividend. The Allottees in receipt of

Allotment of Equity Shares under this Issue will be entitled to dividends and other corporate benefits,

if any, declared by our Company after the date of Allotment in accordance with Companies Act, 1956

and Companies Act, 2013 and the Articles. For further details, please refer to the chapter titled ―Main

Provisions of Articles of Association‖ beginning on page number 362 of this Draft Prospectus.

MODE OF PAYMENT OF DIVIDEND

The declaration and payment of dividend will be as per the provisions of Companies Act, SEBI

Listing Regulations and recommended by the Board of Directors at their discretion and approved by

the shareholders and will depend on a number of factors, including but not limited to earnings, capital

requirements and overall financial condition of our Company. Our Company shall pay dividend, if

declared, to our Shareholders as per the provisions of the Companies Act, SEBI Listing Regulations

and our Articles of Association. For further details, please refer to the chapter titled ―Dividend

Policy‖ on page 174 of this Draft Prospectus.

FACE VALUE AND ISSUE PRICE PER SHARE

The face value of the Equity Shares is Rs. 10 each and the Issue Price is Rs[•] per Equity Share.

The Issue Price is determined by our Company in consultation with the Lead Manager and is justified

under the chapter titled ―Basis for Issue Price‖ beginning on page 102 of this Draft Prospectus. At any

given point of time there shall be only one denomination for the Equity Shares.

COMPLIANCE WITH SEBI ICDR REGULATIONS

Our Company shall comply with all requirements of the SEBI (ICDR) Regulations. Our Company

shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

RIGHTS OF THE EQUITY SHAREHOLDERS

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the

Equity shareholders shall have the following rights:

Right to receive dividend, if declared;

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Right to receive Annual Reports & notices to members;

Right to attend general meetings and exercise voting rights, unless prohibited by law;

Right to vote on a poll either in person or by proxy;

Right to receive offer for rights shares and be allotted bonus shares, if announced;

Right to receive surplus on liquidation subject to any statutory and preferential claim being

satisfied;

Right of free transferability subject to applicable law, including any RBI rules and regulations;

and

Such other rights, as may be available to a shareholder of a listed public limited company under

the Companies Act, 2013, the terms of the SEBI Listing Regulations and the Memorandum and

Articles of Association of our Company.

For a detailed description of the main provisions of the Articles of Association relating to voting

rights, dividend, forfeiture and lien and/or consolidation/splitting, please refer to the chapter titled

―Main Provisions of Articles of Association‖ beginning on page number 362 of this Draft Prospectus.

MINIMUM APPLICATION VALUE, MARKET LOT AND TRADING LOT

In terms of Section 29 of the Companies Act, 2013, the Equity Shares shall be allotted only in

dematerialised form. As per the existing SEBI ICDR Regulations, the trading of the Equity Shares

shall only be in dematerialised form for all investors.

The trading of the Equity Shares will happen in the minimum contract size of [•] Equity Shares and

the same may be modified by BSE from time to time by giving prior notice to investors at large.

Allocation and allotment of Equity Shares through this Offer will be done in multiples of [•] Equity

Shares subject to a minimum allotment of [•] Equity Shares to the successful applicants in terms of

the SEBI circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012.

Allocation and allotment of Equity Shares through this Offer will be done in multiples of [•] Equity

Share subject to a minimum allotment of [•] Equity Shares to the successful applicants.

MINIMUM NUMBER OF ALLOTTEES

Further in accordance with the Regulation 106R of SEBI (ICDR) Regulations, the minimum number

of allottees in this Issue shall be 50 shareholders. In case the minimum number of prospective

allottees is less than 50, no allotment will be made pursuant to this Issue and the monies blocked by

the SCSBs shall be unblocked within 4 working days of closure of issue.

JURISDICTION

Exclusive jurisdiction for the purpose of this Issue is with the competent courts / authorities in

Mumbai, Maharashtra, India.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any

state securities laws in the United States and may not be offered or sold within the United States

or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S), except

pursuant to an exemption from, or in a transaction not subject to, the registration requirements

of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity

Shares are being offered and sold only outside the United States in offshore transactions in

reliance on Regulation S under the U.S. Securities Act and the applicable laws of the

jurisdiction where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any

other jurisdiction outside India and may not be offered or sold, and applications may not be

made by persons in any such jurisdiction, except in compliance with the applicable laws of such

jurisdiction.

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JOINT HOLDER

Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed

to hold the same as joint – tenants with benefits of survivorship.

NOMINATION FACILITY TO INVESTOR

In accordance with Section 72 of the Companies Act, 2013 the sole applicant, or the first applicant

along with other joint applicant, may nominate any one person in whom, in the event of the death of

sole applicant or in case of joint applicant, death of all the Applicant, as the case may be, the Equity

Shares Allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason

of the death of the original holder(s), shall be entitled to the same advantages to which he or she

would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is

a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to

become entitled to equity share(s) in the event of his or her death during the minority. A nomination

shall stand rescinded upon a sale of equity share(s) by the person nominating. A buyer will be entitled

to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the

prescribed form available on request at our Registered Office or with the registrar and transfer agents

of our Company.

Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act,

2013 shall upon the production of such evidence as may be required by the Board, elect either:

a. to register himself or herself as the holder of the Equity Shares; or

b. to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered

himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a

period of ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other

moneys payable in respect of the Equity Shares, until the requirements of the notice have been

complied with.

Since the Allotment of Equity Shares in the Issue will be made only in dematerialized mode there is

no need to make a separate nomination with our Company. Nominations registered with respective

depository participant of the applicant would prevail. If the investor wants to change the nomination,

they are requested to inform their respective depository participant.

PERIOD OF OPERATION OF SUBSCRIPTION LIST OF PUBLIC ISSUE

ISSUE OPENS ON [•]

ISSUE CLOSES ON [•]

MINIMUM SUBSCRIPTION

This Issue is not restricted to any minimum subscription level. This Issue is 100% underwritten.

As per Section 39 of the Companies Act, 2013, if the ―stated minimum amount‖ has not be subscribed

and the sum payable on application is not received within a period of 30 days from the date of the

Prospectus, the application money has to be returned within such period as may be prescribed. If our

Company does not receive the 100% subscription of the offer through the Offer Document including

devolvement of Underwriters, if any, within sixty (60) days from the date of closure of the issue, our

Company shall forthwith refund the entire subscription amount received. If there is a delay beyond

eight days after our Company becomes liable to pay the amount, our Company and every officer in

default will, on and from the expiry of this period, be jointly and severally liable to repay the money,

with interest or other penalty as prescribed under the SEBI Regulations, the Companies Act 2013 and

applicable law.

The minimum number of allottees in this Issue shall be 50 shareholders. In case the minimum number

of prospective allottees is less than 50, no allotment will be made pursuant to this Issue and the

monies blocked by the SCSBs shall be unblocked within 4 working days of closure of issue.

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Further, in accordance with Regulation 106(Q) of the SEBI (ICDR) Regulations, our Company shall

ensure that the minimum application size in terms of number of specified securities shall not be less

than Rs.1,00,000/- (Rupees One Lakh) per application.


jurisdiction outside India and may not be offered or sold, and applications may not be made by

persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

MIGRATION TO MAIN BOARD

Our Company may migrate to the Main Board of BSE from the SME Platform at a later date subject

to the following condition and/or such other conditions as applicable from time to time:

a) If the Paid up Capital of our Company is likely to increase above Rs. 2,500 Lakhs by virtue of any

further issue of capital by way of rights issue, preferential issue, bonus issue etc. (which has been

approved by a special resolution through postal ballot wherein the votes cast by the shareholders

other than the Promoter in favour of the proposal amount to at least two times the number of votes

cast by shareholders other than promoter shareholders against the proposal and for which the

company has obtained in-principal approval from the Main Board), our Company shall apply to

BSE for listing of its shares on its Main Board subject to the fulfilment of the eligibility criteria

for listing of specified securities laid down by the Main Board.

OR

b) If the Paid up Capital of our company is more than Rs. 1,000 Lakhs and upto Rs. 2,500 Lakhs, our

Company may still apply for migration to the Main Board if the same has been approved by a

special resolution through postal ballot wherein the votes cast by the shareholders other than the

Promoter in favour of the proposal amount to at least two times the number of votes cast by

shareholders other than promoter shareholders against the proposal.

MARKET MAKING

The shares offered through this Issue are proposed to be listed on the SME Platform of BSE (SME

Exchange) with compulsory market making through the registered Market Maker of the SME

Exchange for a minimum period of three years or such other time as may be prescribed by the Stock

Exchange, from the date of listing of shares offered through the Prospectus. For further details of the

market making arrangement please refer to chapter titled ―General Information‖ beginning on page


ARRANGEMENT FOR DISPOSAL OF ODD LOT

The trading of the equity shares will happen in the minimum contract size of [•] shares in terms of the

SEBI circular no. CIR/MRD/DSA/06/2012 dated February 21, 2012. However, the market maker

shall buy the entire shareholding of a shareholder in one lot, where value of such shareholding is less

than the minimum contract size allowed for trading on the SME Platform of BSE.

AS PER THE EXTANT POLICY OF THE GOVERNMENT OF INDIA, OCBs CANNOT

PARTICIPATE IN THIS ISSUE.

The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a

Person Resident outside India) Regulations, 2000, provides a general permission for the NRIs, FIIs

and foreign venture capital investors registered with SEBI to invest in shares of Indian companies by

way of subscription in an IPO. However, such investments would be subject to other investment

restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a Person

Resident outside India) Regulations, 2000, RBI and/or SEBI regulations as may be applicable to such

investors. The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if

any, as may be prescribed by the Government of India/RBI while granting such approvals.

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OPTION TO RECEIVE SECURITIES IN DEMATERIALISED FORM

In accordance with the SEBI ICDR Regulations, Allotment of Equity Shares to successful applicants

will only be in the dematerialized form. Applicants will not have the option of Allotment of the

Equity Shares in physical form. The Equity Shares on Allotment will be traded only on the

dematerialized segment of the Stock Exchange. Allottees shall have the option to re-materialise the

Equity Shares, if they so desire, as per the provisions of the Companies Act and the Depositories Act.

NEW FINANCIAL INSTRUMENTS

The Issuer Company is not issuing any new financial instruments through this Issue.

APPLICATION BY ELIGIBLE NRIs, FPI‟S REGISTERED WITH SEBI, VCF‟S, AIF‟S

REGISTERED WITH SEBI AND QFI‟s

It is to be understood that there is no reservation for Eligible NRIs or FPIs or QFI‘s or VCFs or AIFs

registered with SEBI. Such Eligible NRIs, FPIs, QFI, VCFs or AIFs registered with SEBI will be

treated on the same basis with other categories for the purpose of Allocation.

RESTRICTIONS, IF ANY ON TRANSFER AND TRANSMISSION OF EQUITY SHARES

Except for lock-in of the pre-Issue Equity Shares and Promoters‘ minimum contribution in the Issue

as detailed in the chapter ―Capital Structure‖ beginning on page number 70 of this Draft Prospectus,

and except as provided in the Articles of Association, there are no restrictions on transfers of Equity

Shares. There are no restrictions on transmission of shares and on their consolidation / splitting except

as provided in the Articles of Association. For details please refer to the chapter titled ―Main

Provisions of the Articles of Association‖ beginning on page number 365 of this Draft Prospectus.

The above information is given for the benefit of the Applicants. The Applicants are advised to make

their own enquiries about the limits applicable to them. Our Company and the Lead Manager do not

accept any responsibility for the completeness and accuracy of the information stated hereinabove.

Our Company and the Lead Manager are not liable to inform the investors of any amendments or

modifications or changes in applicable laws or regulations, which may occur after the date of the

Draft Prospectus. Applicants are advised to make their independent investigations and ensure that the

number of Equity Shares Applied for do not exceed the applicable limits under laws or regulations.

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ISSUE STRUCTURE

This Issue is being made in terms of Regulation 106(M) (1) of Chapter XB of SEBI (ICDR)

Regulations, 2009, as amended from time to time, whereby, an issuer, whose post issue face value

capital does not exceed ten crore rupees, shall issue specified securities to the public and propose to

list the same on the Small and Medium Enterprise Exchange ("SME Exchange", in this case being the

SME Platform of BSE). For further details regarding the salient features and terms of such an issue

please refer chapter titled ―Terms of the Issue‖ and ―Issue Procedure‖ on page 308 and 316 of this

Draft Prospectus.

Following is the issue structure:

Public Issue of Upto 12,00,000 Equity Shares of face value of Rs. 10/- each fully paid (the ‗Equity

Shares‘) for cash at a price of Rs. [●] per Equity Share (including a premium of Rs. [●]per Equity

share) aggregating Rs. [●]lakhs (‗the Issue‘) by our Company.

The Issue comprises a Net Issue to Public of [●]Equity Shares (‗the Net Issue‘), and a reservation of

[●]Equity Shares for subscription by the designated Market Maker (‗the Market Maker Reservation

Portion‘)

Particulars Net Issue to Public* Market Maker

Reservation Portion

Number of Equity Shares Upto 12,00,000 Equity Shares [●]Equity Shares

Percentage of Issue Size

available for allocation [●]of the Issue Size [●]of Issue Size

Basis of Allotment/Allocation

if respective category is

oversubscribed

Proportionate subject to minimum

allotment of [●] equity shares and

further allotment in multiples of [●]

equity shares each.

For further details please refer to the

chapter titled ―Issue Procedure–

Basis of Allotment‖ on page 316 of

the Draft Prospectus.

Firm allotment

Mode of Application

All the applicants shall make the

application (Online or Physical)

through the ASBA Process only

Through ASBA Process

only

Minimum Application

For QIB and NII:

Such number of Equity Shares in

multiples of [●] Equity Shares such

that the Application Value exceeds

Rs. [●]

For Retail Individual

[●] Equity shares

[●]Equity Shares

Maximum Application Size

For Other than Retail Individual

Investors

For all other investors

Maximum application size is the

Net Issue to public subject to limits

the investor has to adhere under the

relevant laws and regulations as

applicable.

[●]Equity Shares

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Particulars Net Issue to Public* Market Maker

Reservation Portion

For Retail Individuals:

[●] Equity Shares

Mode of Allotment Compulsorily in dematerialized

mode.

Compulsorily in

dematerialized mode.

Trading Lot [●] Equity Shares

[●] Equity Shares, however

the Market Maker may

accept odd lots if any in the

market as required under

the SEBI ICDR

Regulations

Terms of payment

The Applicant shall have sufficient balance in the ASBA account

at the time of submitting application and the amount will be

blocked anytime within two day of the closure of the Issue.

*allocation in the net offer to public category shall be made as follows:

(a) minimum fifty per cent. to retail individual investors; and

(b) remaining to:

(i) individual applicants other than retail individual investors; and

(ii) other investors including corporate bodies or institutions, irrespective of the number of

specified securities applied for;

(c) the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated

to applicants in the other category.

For the purpose of sub-regulation 43 (4), if the retail individual investor category is entitled to more

than fifty per cent. on proportionate basis, the retail individual investors shall be allocated that higher

percentage.

WITHDRAWAL OF THE ISSUE

In accordance with the SEBI ICDR Regulations, our Company, in consultation with Lead Manager,

reserves the right not to proceed with this Issue at any time after the Issue Opening Date, but before

our Board meeting for Allotment, without assigning reasons thereof. However, if our Company

withdraws the Issue after the Issue Closing Date, we will give reason thereof within two days by way

of a public notice which shall be published in the same newspapers where the pre-Issue

advertisements were published.

Further, the Stock Exchange shall be informed promptly in this regard and the Lead Manager, through

the Registrar to the Issue, shall notify the SCSBs to unblock the Bank Accounts of the Applicants

within one Working Day from the date of receipt of such notification. In case our Company

withdraws the Issue after the Issue Closing Date and subsequently decides to undertake a public

offering of Equity Shares, our Company will file a fresh offer document with the stock exchange

where the Equity Shares may be proposed to be listed. Notwithstanding the foregoing, the Issue is

also subject to obtaining the final listing and trading approvals of the Stock Exchange, which the

Company shall apply for after Allotment. In terms of the SEBI Regulations, Non retail applicants

shall not be allowed to withdraw their Application after the Issue Closing Date.

ISSUE PROGRAMME

ISSUE OPENS ON [●]

ISSUE CLOSES ON [●]

Applications and any revision to the same will be accepted only between 10.00 a.m. and 5.00 p.m.

(Indian Standard Time) during the Issue Period at the Application Centres mentioned in the

Application Form, or in the case of ASBA Applicants, at the Designated Bank Branches except that

on the Issue Closing Date applications will be accepted only between 10.00 a.m. and 3.00 p.m.

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(Indian Standard Time). Applications will be accepted only on Working Days, i.e., Monday to Friday

(excluding any public holiday).

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ISSUE PROCEDURE

All Applicants should review the General Information Document for Investing in Public Issues

prepared and issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013

notified by SEBI (the ―General Information Document‖) included below under section ―Part B –

General Information Document‖, which highlights the key rules, processes and procedures

applicable to public issues in general in accordance with the provisions of the Companies Act, 1956,

the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957

and the SEBI Regulations. The General Information Document has been updated to include reference

to the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, SEBI

Listing Regulations and certain notified provisions of the Companies Act, 2013, to the extent

applicable to a public issue. The General Information Document is also available on the websites of

the Stock Exchange and the Lead Manager. Please refer to the relevant provisions of the General

Information Document which are applicable to the Issue.

Please note that the information stated/covered in this section may not be complete and/or accurate

and as such would be subject to modification/change. Our Company and the Lead Manager do not

accept any responsibility for the completeness and accuracy of the information stated in this section

and the General Information Document. Our Company and the Lead Manager would not be liable for

any amendment, modification or change in applicable law, which may occur after the date of this

Prospectus. Applicants are advised to make their independent investigations and ensure that their

Applications do not exceed the investment limits or maximum number of Equity Shares that can be

held by them under applicable law or as specified in this Draft Prospectus and the Prospectus.

This section applies to all the Applicants, please note that all the Applicants are required to make

payment of the full Application Amount along with the Application Form.

FIXED PRICE ISSUE PROCEDURE

The Issue is being made under Regulation 106(M)(1) of Chapter XB of SEBI (Issue of Capital and

Disclosure Requirements) Regulations, 2009 via Fixed Price Process.

Applicants are required to submit their Applications to the Application Collecting Intermediaries. In

case of QIB Applicants, the Company in consultation with the Lead Manager may reject Applications

at the time of acceptance of Application Form provided that the reasons for such rejection shall be

provided to such Applicant in writing.

In case of Non Institutional Applicants and Retail Individual Applicants, our Company would have a

right to reject the Applications only on technical grounds.

Investors should note that the Equity Shares will be allotted to all successful Applicants only in

dematerialized form. Applicants will not have the option of being Allotted Equity Shares in physical

form.

Further the Equity shares on allotment shall be traded only in the dematerialized segment of the Stock

Exchange, as mandated by SEBI.

APPLICATION FORM

Pursuant to SEBI Circular dated January 01, 2016 and bearing No. CIR/CFD/DIL/1/2016, the

Application Form has been standardized. Also please note that pursuant to SEBI Circular

CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 investors in public issues can only

invest through ASBA Mode. The prescribed colours of the Application Form for various investors

applying in the Issue are as follows:

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Category Colour of Application Form

Resident Indians and Eligible NRIs applying on a non-

repatriation basis White

Eligible NRIs, FVCIs, FIIs, their Sub-Accounts (other than Sub-

Accounts which are foreign corporates or foreign individuals

bidding under the QIB Portion), applying on a repatriation basis

(ASBA )

Blue

Applicants shall only use the specified Application Form for the purpose of making an application in

terms of the Prospectus. The Application Form shall contain information about the Applicant and the

price and the number of Equity Shares that the Applicants wish to apply for. Application Forms

downloaded and printed from the websites of the Stock Exchange shall bear a system generated

unique application number. ASBA Bidders are required to ensure that the ASBA Account has

sufficient credit balance as an amount equivalent to the full Bid Amount that can be blocked by SCSB

at the time of submitting the Bid.

Applicants are required to submit their applications only through any of the following Application

Collecting Intermediaries

i) an SCSB, with whom the bank account to be blocked, is maintained

ii) a syndicate member (or sub-syndicate member)

iii) a stock broker registered with a recognised stock exchange (and whose name is mentioned on the

website of the stock exchange as eligible for this activity) (‗broker‘)

iv) a depository participant (‗DP‘) (whose name is mentioned on the website of the stock exchange as

eligible for this activity)

v) a registrar to an issue and share transfer agent (‗RTA‘) (whose name is mentioned on the website

of the stock exchange as eligible for this activity)

The aforesaid intermediaries shall, at the time of receipt of application, give an acknowledgement

to investor, by giving the counter foil or specifying the application number to the investor, as a

proof of having accepted the application form, in physical or electronic mode, respectively.

The upload of the details in the electronic bidding system of stock exchange will be done by:

For applications

submitted by

investors to SCSB:

After accepting the form, SCSB shall capture and upload the relevant details in

the electronic bidding system as specified by the stock exchange(s) and may

begin blocking funds available in the bank account specified in the form, to the

extent of the application money specified.

For applications

submitted by

investors to

intermediaries

other than SCSBs:

After accepting the application form, respective intermediary shall capture and

upload the relevant details in the electronic bidding system of stock

exchange(s). Post uploading, they shall forward a schedule as per prescribed

format along with the application forms to designated branches of the respective

SCSBs for blocking of funds within one day of closure of Issue.

Upon completion and submission of the Application Form to Application Collecting intermediaries,

the Applicants are deemed to have authorized our Company to make the necessary changes in the

Prospectus, without prior or subsequent notice of such changes to the Applicants.

Availability of Prospectus and Application Forms

The Application Forms and copies of the Prospectus may be obtained from the Registered Office of

our Company, Registered Office of the Lead Manager to the Issue, and office of the Registrar to the

Issue as mentioned in the Application Form. The application forms may also be downloaded from the

website of BSE Limited i.e. www.bseindia.com.


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WHO CAN APPLY?

In addition to the category of Applicants set forth under ―– General Information Document for

Investing in Public Issues – Category of Investors Eligible to participate in an Issue‖, the following

persons are also eligible to invest in the Equity Shares under all applicable laws, regulations and

guidelines, including:

FPIs and sub-accounts registered with SEBI other than Category III foreign portfolio investor;

Category III foreign portfolio investors, which are foreign corporates or foreign individuals only

under the Non Institutional Investors (NIIs) category;

Scientific and/or industrial research organisations authorised in India to invest in the Equity

Shares.

OPTION TO SUBSCRIBE IN THE ISSUE

a. As per Section 29(1) of the Companies Act, 2013 allotment of Equity Shares shall be in

dematerialised form only.

b. The Equity Shares, on allotment, shall be traded on the Stock Exchange in demat segment only.

c. A single application from any investor shall not exceed the investment limit/minimum number of

specified securities that can be held by him/her/it under the relevant regulations/statutory

guidelines and applicable law.

PARTICIPATION BY ASSOCIATED/ AFFILIATES OF LEAD MANAGERS AND

SYNDICATE MEMBERS

The Lead Manager and the Syndicate Members, if any, shall not be allowed to purchase in this Issue

in any manner, except towards fulfilling their underwriting obligations. However, the associates and

affiliates of the Lead Manager and the Syndicate Members, if any, may purchase the Equity Shares in

the Issue, either in the QIB Category or in the Non-Institutional Category as may be applicable to

such Applicants, where the allocation is on a proportionate basis and such subscription may be on

their own account or on behalf of their clients.

APPLICATION BY INDIAN PUBLIC INCLUDING ELIGIBLE NRI‟S APPLYING ON NON

REPATRIATION

Application must be made only in the names of individuals, limited companies or statutory

corporations/institutions and not in the names of minors (other than minor having valid depository

accounts as per demographic details provided by the depositary), foreign nationals, non residents

(except for those applying on non repatriation), trusts, (unless the trust is registered under the

Societies Registration Act, 1860 or any other applicable trust laws and is authorized under its

constitution to hold shares and debentures in a company), Hindu Undivided Families (HUF),

partnership firms or their nominees. In case of HUFs, application shall be made by the Karta of the

HUF. An applicant in the Net Public Category cannot make an application for that number of Equity

Shares exceeding the number of Equity Shares offered to the public. Eligible NRIs applying on a non-

repatriation basis may make payments by inward remittance in foreign exchange through normal

banking channels or by debits to NRE/FCNR accounts as well as NRO accounts.

APPLICATIONS BY ELIGIBLE NRI‟S/RFPI‟s ON REPATRIATION BASIS

Application Forms have been made available for eligible NRIs at our Registered Office and at the

Registered Office of the Lead Manager. Eligible NRI Applicants may please note that only such

applications as are accompanied by payment in free foreign exchange shall be considered for

Allotment under the reserved category. The eligible NRIs who intend to make payment through Non

Resident Ordinary (NRO) accounts shall use the Forms meant for Resident Indians and should not use

the forms meant for the reserved category. Under FEMA, general permission is granted to companies

vide notification no. FEMA/20/2000 RB dated 03/05/2000 to issue securities to NRIs subject to the

terms and conditions stipulated therein. Companies are required to file the declaration in the

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prescribed form to the concerned Regional Office of RBI within 30 days from the date of issue of

shares for allotment to NRIs on repatriation basis. Allotment of equity shares to Non Resident Indians

shall be subject to the prevailing Reserve Bank of India Guidelines. Sale proceeds of such investments

in equity shares will be allowed to be repatriated along with the income thereon subject to permission

of the RBI and subject to the Indian tax laws and regulations and any other applicable laws.

As per the current regulations, the following restrictions are applicable for investments by FPIs:

1. A foreign portfolio investor shall invest only in the following securities, namely- (a) Securities in

the primary and secondary markets including shares, debentures and warrants of companies, listed

or to be listed on a recognized stock exchange in India; (b) Units of schemes floated by domestic

mutual funds, whether listed on a recognized stock exchange or not; (c) Units of schemes floated

by a collective investment scheme; (d) Derivatives traded on a recognized stock exchange; (e)

Treasury bills and dated government securities; (f) Commercial papers issued by an Indian

company; (g) Rupee denominated credit enhanced bonds; (h) Security receipts issued by asset

reconstruction companies; (i) Perpetual debt instruments and debt capital instruments, as specified

by the Reserve Bank of India from time to time; (j) Listed and unlisted non-convertible

debentures/bonds issued by an Indian company in the infrastructure sector, where ‗infrastructure‘

is defined in terms of the extant External Commercial Borrowings (ECB) guidelines; (k) Non-

convertible debentures or bonds issued by Non-Banking Financial Companies categorized as

‗Infrastructure Finance Companies‘(IFCs) by the Reserve Bank of India; (l) Rupee denominated

bonds or units issued by infrastructure debt funds; (m) Indian depository receipts; and (n) Such

other instruments specified by the Board from time to time.

2. Where a foreign institutional investor or a sub account, prior to commencement of these

regulations, holds equity shares in a company whose shares are not listed on any recognized stock

exchange, and continues to hold such shares after initial public offering and listing thereof, such

shares shall be subject to lock-in for the same period, if any, as is applicable to shares held by a

foreign direct investor placed in similar position, under the policy of the Government of India

relating to foreign direct investment for the time being in force.

3. In respect of investments in the secondary market, the following additional conditions shall apply:

a) A foreign portfolio investor shall transact in the securities in India only on the basis of taking and

giving delivery of securities purchased or sold;

b) Nothing contained in clause (a) shall apply to:

I. Any transactions in derivatives on a recognized stock exchange;

II. Short selling transactions in accordance with the framework specified by the Board;

III. Any transaction in securities pursuant to an agreement entered into with the merchant banker in

the process of market making or subscribing to unsubscribed portion of the issue in accordance

with Chapter XB of the Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2009;

IV. Any other transaction specified by the Board.

c) No transaction on the stock exchange shall be carried forward;

d) The transaction of business in securities by a foreign portfolio investor shall be only through stock

brokers registered by the Board; provided nothing contained in this clause shall apply to:

i. transactions in Government securities and such other securities falling under the purview of the

Reserve Bank of India which shall be carried out in the manner specified by the Reserve Bank of

India;

ii. sale of securities in response to a letter of offer sent by an acquirer in accordance with the

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

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iii. sale of securities in response to an offer made by any promoter or acquirer in accordance with the

Securities and Exchange Board of India (Delisting of Equity shares) Regulations, 2009;

iv. Sale of securities, in accordance with the Securities and Exchange Board of India (Buy-back of

securities) Regulations, 1998;

v. divestment of securities in response to an offer by Indian Companies in accordance with Operative

Guidelines for Disinvestment of Shares by Indian Companies in the overseas market through issue

of American Depository Receipts or Global Depository Receipts as notified by the Government of

India and directions issued by Reserve Bank of India from time to time;

vi. Any bid for, or acquisition of, securities in response to an offer for disinvestment of shares made

by the Central Government or any State Government;

vii. Any transaction in securities pursuant to an agreement entered into with merchant banker in the

process of market making or subscribing to unsubscribed portion of the issue in accordance with

Chapter XB of the Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009;

viii. Any other transaction specified by the Board.

e) A foreign portfolio investor shall hold, deliver or cause to be delivered securities only in

dematerialized form:

Provided that any shares held in non-dematerialized form, before the commencement of these

regulations, can be held in non-dematerialized form, if such shares cannot be dematerialized.

Unless otherwise approved by the Board, securities shall be registered in the name of the foreign

portfolio investor as a beneficial owner for the purposes of the Depositories Act, 1996.

4. The purchase of equity shares of each company by a single foreign portfolio investor or an

investor group shall be below ten percent of the total issued capital of the company.

5. The investment by the foreign portfolio investor shall also be subject to such other conditions and

restrictions as may be specified by the Government of India from time to time.

6. In cases where the Government of India enters into agreements or treaties with other sovereign

Governments and where such agreements or treaties specifically recognize certain entities to be

distinct and separate, the Board may, during the validity of such agreements or treaties, recognize

them as such, subject to conditions as may be specified by it.

7. A foreign portfolio investor may lend or borrow securities in accordance with the framework

specified by the Board in this regard.

No foreign portfolio investor may issue, subscribe to or otherwise deal in offshore derivative

instruments, directly or indirectly, unless the following conditions are satisfied:

(a) Such offshore derivative instruments are issued only to persons who are regulated by an

appropriate foreign regulatory authority;

(b) Such offshore derivative instruments are issued after compliance with ‗know your client‘

norms:

Provided that those unregulated broad based funds, which are classified as Category II foreign

portfolio investor by virtue of their investment manager being appropriately regulated shall not issue,

subscribe or otherwise deal in offshore derivatives instruments directly or indirectly:

Provided further that no Category III foreign portfolio investor shall issue, subscribe to or otherwise

deal in offshore derivatives instruments directly or indirectly.

8. A foreign portfolio investor shall ensure that further issue or transfer of any offshore derivative

instruments issued by or on behalf of it is made only to persons who are regulated by an

appropriate foreign regulatory authority.

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9. Foreign portfolio investors shall fully disclose to the Board any information concerning the terms

of and parties to off-shore derivative instruments such as participatory notes, equity linked notes

or any other such instruments, by whatever names they are called, entered into by it relating to

any securities listed or proposed to be listed in any stock exchange in India, as and when and in

such form as the Board may specify.

10. Any offshore derivative instruments issued under the Securities and Exchange Board of India

(Foreign Institutional Investors) Regulations, 1995 before commencement of SEBI (Foreign

Portfolio Investors) Regulations, 2014 shall be deemed to have been issued under the

corresponding provisions of SEBI (Foreign Portfolio Investors) Regulations, 2014.

11. The purchase of equity shares of each company by a single foreign portfolio investor or an

investor group shall be below 10% of the total issued capital of the company.

12. An FII or its subaccount which holds a valid certificate of registration shall, subject to payment of

conversion fees, be eligible to continue to buy, sell or otherwise deal in securities till the expiry of

its registration as a foreign institutional investor or sub-account, or until he obtains a certificate of

registration as foreign portfolio investor, whichever is earlier.

13. A qualified foreign investor may continue to buy, sell or otherwise deal in securities subject to the

provisions of the SEBI (Foreign Portfolio Investors) Regulations, 2014, for a period of one year

from the date of commencement of the aforesaid regulations, or until it obtains a certificate of

registration as foreign portfolio investor, whichever is earlier.

APPLICATIONS BY MUTUAL FUNDS

No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity

related instruments of any single company provided that the limit of 10% shall not be applicable for

investments in index funds or sector or industry specific funds. No Mutual Fund under all its schemes

should own more than 10% of any company‘s paid-up share capital carrying voting rights.

With respect to Applications by Mutual Funds, a certified copy of their SEBI registration certificate

must be lodged with the Application Form. Failing this, our Company reserves the right to accept or

reject any Application in whole or in part, in either case, without assigning any reason thereof.

In case of a mutual fund, a separate Application can be made in respect of each scheme of the mutual

fund registered with SEBI and such Applications in respect of more than one scheme of the mutual

fund will not be treated as multiple applications provided that the Applications clearly indicate the

scheme concerned for which the Application has been made.

The Applications made by the asset management companies or custodians of Mutual Funds shall

specifically state the names of the concerned schemes for which the Applications are made.

APPLICATIONS BY LIMITED LIABILITY PARTNERSHIPS

In case of Applications made by limited liability partnerships registered under the Limited Liability

Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability

Partnership Act, 2008, must be attached to the Application Form. Failing this, our Company reserves

the right to reject any Application without assigning any reason thereof. Limited liability partnerships

can participate in the Issue only through the ASBA process.

APPLICATIONS BY INSURANCE COMPANIES

In case of Applications made by insurance companies registered with the IRDA, a certified copy of

certificate of registration issued by IRDA must be attached to the Application Form. Failing this, our

Company reserves the right to reject any Application without assigning any reasons thereof.

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development

Authority (Investment) Regulations, 2000 (the ‗IRDA Investment Regulations‘), are broadly set forth

below:

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1. Equity shares of a company: The least of 10% of the investee company‘s subscribed capital (face

value) or 10% of the respective fund in case of life insurer or 10% of investment assets in case of

general insurer or reinsurer;

2. The entire group of the investee company: not more than 15% of the respective funds in case of

life insurer or 15% of investment assets in case of general insurer or re-insurer or 15% of the

investment assets in all companies belonging to the group, whichever is lower; and

3. The industry sector in which the investee company operates: not more than 15% of the fund of a

life insurer or a general insurer or a re-insurer or 15% of the investment asset, whichever is lower.

The maximum exposure limit, in case of investment in equity shares, cannot exceed the lower of an

amount of 10% of the investment assets of a life insurer or a general insurer and the amount

calculated under points (1), (2) and (3) above, as the case may be.

APPLICATIONS UNDER POWER OF ATTORNEY

In case of Applications made pursuant to a power of attorney or by limited companies, corporate

bodies, registered societies, FPI‘s, Mutual Funds, insurance companies and provident funds with

minimum corpus of Rs. 2500 Lakhs (subject to applicable law) and pension funds with a minimum

corpus of Rs. 2500 Lakhs, a certified copy of the power of attorney or the relevant resolution or

authority, as the case may be, along with a certified copy of the Memorandum of Association and

Articles of Association and/ or bye laws must be lodged along with the Application Form. Failing

this, the Company reserves the right to accept or reject any Application in whole or in part, in either

case, without assigning any reason thereof.

With respect to applications by VCFs, FVCIs, and FPIs, a certified copy of the power of attorney or

the relevant resolution or authority, as the case may belong with a certified copy of their SEBI

registration certificate must be lodged along with the Application Form. Failing this, the Company

reserves the right to accept or reject any application, in whole or in part, in either case without

assigning any reasons thereof.

In case of Applications made pursuant to a power of attorney by Mutual Funds, a certified copy of the

power of attorney or the relevant resolution or authority, as the case may be, along with the certified

copy of their SEBI registration certificate must be lodged along with the Application Form. Failing

this, the Company reserves the right to accept or reject any Application in whole or in part, in either

case, without assigning any reason thereof.

In case of Applications made by insurance companies registered with the Insurance Regulatory and

Development Authority, a certified copy of certificate of registration issued by Insurance Regulatory

and Development Authority must be lodged along with the Application Form. Failing this, the

Company reserves the right to accept or reject any Application in whole or in part, in either case,

without assigning any reason thereof.

In case of Applications made pursuant to a power of attorney by FIIs, a certified copy of the power of

attorney or the relevant resolution or authority, as the case may be, along with a certified copy of their

SEBI registration certificate must be lodged along with the Application Form. Failing this, the

Company reserves the right to accept or reject any Application in whole or in part, in either case,

without assigning any reason thereof.

In case of Applications made by provident funds with minimum corpus of Rs. 25 crore (subject to

applicable law) and pension funds with minimum corpus of Rs. 25 crore, a certified copy of certificate

from a Chartered Accountant certifying the corpus of the provident fund/ pension fund must be lodged

along with the Application Form. Failing this, the Company reserves the right to accept or reject any

Application in whole or in part, in either case, without assigning any reason thereof.

APPLICATIONS BY PROVIDENT FUNDS/PENSION FUNDS

In case of Applications made by provident funds with minimum corpus of Rs. 25 Crore (subject to

applicable law) and pension funds with minimum corpus of Rs. 25 Crore, a certified copy of

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certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund must

be lodged along with the Application Form. Failing this, the Company reserves the right to accept or

reject any Application in whole or in part, in either case, without assigning any reason thereof.

The above information is given for the benefit of the Applicants. Our Company and Lead Manager are

not liable for any amendments or modification or changes in applicable laws or regulations, which

may occur after the date of this Draft Prospectus. Applicants are advised to make their independent

investigations and ensure that any single application from them does not exceed the applicable

investment limits or maximum number of the Equity Shares that can be held by them under applicable

law or regulation or as specified in this Prospectus.

INFORMATION FOR THE APPLICANTS

1. Our Company and the Lead Managers shall declare the Issue Opening Date and Issue Closing

Date in the Prospectus to be registered with the RoC and also publish the same in two national

newspapers (one each in English and Hindi) and in one regional newspaper with wide circulation.

This advertisement shall be in the prescribed format.

2. Our Company will file the Prospectus with the RoC at least three days before the Issue Opening

Date.

3. Any Applicant who would like to obtain the Prospectus and/or the Application Form can obtain

the same from our Registered Office.

4. Applicants who are interested in subscribing to the Equity Shares should approach any of the

Application Collecting Intermediaries or their authorised agent(s).

5. Applications should be submitted in the prescribed Application Form only. Application Forms

submitted to the SCSBs should bear the stamp of the respective intermediary to whom the

application form is submitted. Application Forms submitted directly to the SCSBs should bear the

stamp of the SCSBs and/or the Designated Branch. Application Forms submitted by Applicants

whose beneficiary account is inactive shall be rejected.

6. The Application Form can be submitted either in physical or electronic mode, to the Application

Collecting Intermediaries. Further Application Collecting Intermediary may provide the electronic

mode of collecting either through an internet enabled collecting and banking facility or such other

secured, electronically enabled mechanism for applying and blocking funds in the ASBA

Account.

7. Except for applications by or on behalf of the Central or State Government and the officials

appointed by the courts and by investors residing in the State of Sikkim, the Applicants, or in the

case of application in joint names, the first Applicant (the first name under which the beneficiary

account is held), should mention his/her PAN allotted under the Income Tax Act. In accordance

with the SEBI Regulations, the PAN would be the sole identification number for participants

transacting in the securities market, irrespective of the amount of transaction. Any Application

Form without PAN is liable to be rejected. The demat accounts of Applicants for whom PAN

details have not been verified, excluding persons resident in the State of Sikkim or persons who

may be exempted from specifying their PAN for transacting in the securities market, shall be

―suspended for credit‖ and no credit of Equity Shares pursuant to the Issue will be made into the

accounts of such Applicants.

8. The Applicants may note that in case the PAN, the DP ID and Client ID mentioned in the

Application Form and entered into the electronic collecting system of the Stock Exchange by the

Bankers to the Issue or the SCSBs do not match with PAN, the DP ID and Client ID available in

the Depository database, the Application Form is liable to be rejected.

METHOD AND PROCESS OF APPLICATIONS

1. Applicants are required to submit their applications during the Issue Period only through the

following Application Collecting intermediary

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i) an SCSB, with whom the bank account to be blocked, is maintained

ii) a syndicate member (or sub-syndicate member), if any

iii) a stock broker registered with a recognised stock exchange (and whose name is

mentioned on the website of the stock exchange as eligible for this activity) (‗broker‘)

iv) a depository participant (‗DP‘) (whose name is mentioned on the website of the stock

exchange as eligible for this activity)

v) a registrar to an issue and share transfer agent (‗RTA‘) (whose name is mentioned on the

website of the stock exchange as eligible for this activity)

The Issue Period shall be for a minimum of three Working Days and shall not exceed 10 Working

Days. The Issue Period may be extended, if required, by an additional three Working Days, subject to

the total Issue Period not exceeding 10 Working Days.

The Intermediaries shall accept applications from all Applicants and they shall have the right to vet

the applications during the Issue Period in accordance with the terms of the Prospectus.

The Applicant cannot apply on another Application Form after one Application Form has been

submitted to Application Collecting intermediaries Submission of a second Application Form to either

the same or to another Application Collecting Intermediary will be treated as multiple applications

and is liable to be rejected either before entering the application into the electronic collecting system,

or at any point of time prior to the allocation or Allotment of Equity Shares in this Issue.

2. The intermediaries shall, at the time of receipt of application, give an acknowledgement to

investor, by giving the counter foil or specifying the application number to the investor, as a proof

of having accepted the application form, in physical or electronic mode, respectively.

3. The upload of the details in the electronic bidding system of stock exchange and post that

blocking of funds will be done by as given below

For applications

submitted by

investors to

SCSB:

After accepting the form, SCSB shall capture and upload the relevant details

in the electronic bidding system as specified by the stock exchange(s) and

may begin blocking funds available in the bank account specified in the

form, to the extent of the application money specified.

For applications

submitted by

investors to

intermediaries

other than SCSBs:

After accepting the application form, respective intermediary shall capture

and upload the relevant details in the electronic bidding system of stock

exchange(s). Post uploading, they shall forward a schedule as per prescribed

format along with the application forms to designated branches of the

respective SCSBs for blocking of funds within one day of closure of Issue.

4. Upon receipt of the Application Form directly or through other intermediary, submitted whether

in physical or electronic mode, the Designated Branch of the SCSB shall verify if sufficient funds

equal to the Application Amount are available in the ASBA Account, as mentioned in the

Application Form, and If sufficient funds are not available in the ASBA Account the application

will be rejected.

5. If sufficient funds are available in the ASBA Account, the SCSB shall block an amount

equivalent to the Application Amount mentioned in the Application Form and will enter each

application option into the electronic collecting system as a separate application and generate a

TRS for each price and demand option. The TRS shall be furnished to the ASBA Applicant on

request.

6. The Application Amount shall remain blocked in the aforesaid ASBA Account until finalization

of the Basis of Allotment and consequent transfer of the Application Amount against the Allotted

Equity Shares to the Public Issue Account, or until withdrawal/failure of the Issue or until

withdrawal/rejection of the Application Form, as the case may be. Once the Basis of Allotment is

finalized, the Registrar to the Issue shall send an appropriate request to the Controlling Branch of

the SCSB for unblocking the relevant ASBA Accounts and for transferring the amount allocable

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to the successful Applicants to the Public Issue Account. In case of withdrawal / failure of the

Issue, the blocked amount shall be unblocked on receipt of such information from the Registrar to

the Issue.

TERMS OF PAYMENT

Terms of Payment

The entire Issue price of Rs. [•] per share is payable on application. In case of allotment of lesser

number of Equity Shares than the number applied, The Registrar to the Issue shall instruct the SCSBs

to unblock the excess amount blocked.

SCSBs will transfer the amount as per the instruction received by the Registrar to the Public Issue

Bank Account post finalisation of Basis of Allotment. The balance amount after transfer to the Public

Issue Account shall be unblocked by the SCSBs.

The Applicants should note that the arrangement with Bankers to the Issue or the Registrar is not

prescribed by SEBI and has been established as an arrangement between our Company, the Bankers

to the Issue and the Registrar to the Issue to facilitate collections from the Applicants.

Payment mechanism for Applicants

The Applicants shall specify the bank account number in the Application Form and the SCSBs shall

block an amount equivalent to the Application Amount in the bank account specified in the

Application Form. The SCSB shall keep the Application Amount in the relevant bank account

blocked until withdrawal/ rejection of the application or receipt of instructions from the Registrar to

unblock the Application Amount. However, Non Retail Applicants shall neither withdraw nor lower

the size of their applications at any stage. In the event of withdrawal or rejection of the Application

Form or for unsuccessful Application Forms, the Registrar to the Issue shall give instructions to the

SCSBs to unblock the application money in the relevant bank account within one day of receipt of

such instruction. The Application Amount shall remain blocked in the ASBA Account until

finalisation of the Basis of Allotment in the Issue and consequent transfer of the Application Amount

to the Public Issue Account, or until withdrawal/ failure of the Issue or until rejection of the

application by the ASBA Applicant, as the case may be.

Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing

number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all Investors are applying in

this Issue shall mandatorily make use of ASBA facility.

ELECTRONIC REGISTRATION OF APPLICATIONS

1. The Application Collecting Intermediary will register the applications using the on-line facilities

of the Stock Exchange.

2. The Application Collecting Intermediary will undertake modification of selected fields in the

application details already uploaded before 1.00 p.m of the next Working day from the Issue

Closing Date.

3. The Application collecting Intermediary shall be responsible for any acts, mistakes or errors or

omission and commissions in relation to, (i) the applications accepted by them, (ii) the

applications uploaded by them, (iii) the applications accepted but not uploaded by them or (iv) In

case the applications accepted and uploaded by any Application Collecting Intermediary other

than SCSBs, the Application form along with relevant schedules shall be sent to the SCSBs or the

Designated Branch of the relevant SCSBs for blocking of funds and they will be responsible for

blocking the necessary amounts in the ASBA Accounts. In case of Application accepted and

Uploaded by SCSBs, the SCSBs or the Designated Branch of the relevant SCSBs will be re will

be responsible for blocking the necessary amounts in the ASBA Accounts (v) Application

accepted and uploaded but not sent to SCSBs for blocking of funds..

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4. Neither the Lead Managers nor our Company, shall be responsible for any acts, mistakes or errors

or omission and commissions in relation to, (i) the applications accepted by any Application

Collecting Intermediaries, (ii) the applications uploaded by any Application Collecting

Intermediaries or (iii) the applications accepted but not uploaded by the Application Collecting

Intermediaries.

5. The Stock Exchange will offer an electronic facility for registering applications for the Issue. This

facility will be available at the terminals of the Application Collecting Intermediaries and their

authorized agents during the Issue Period. The Designated Branches or the Agents of the

Application Collecting Intermediaries can also set up facilities for off-line electronic registration

of applications subject to the condition that they will subsequently upload the off-line data file

into the online facilities on a regular basis. On the Issue Closing Date, the Application Collecting

Intermediaries shall upload the applications till such time as may be permitted by the Stock

Exchange. This information will be available with the Lead Managers on a regular basis.

6. With respect to applications by Applicants, at the time of registering such applications, the

Application Collecting Intermediaries shall enter the following information pertaining to the

Applicants into in the on-line system:

Name of the Applicant;

IPO Name;

Application Form number;

Investor Category;

PAN (of First Applicant, if more than one Applicant);

DP ID of the demat account of the Applicant;

Client Identification Number of the demat account of the Applicant;

Numbers of Equity Shares Applied for;

Bank account number.

7. In case of submission of the Application by an Applicant through the Electronic Mode, the

Applicant shall complete the above-mentioned details and mention the bank account number,

except the Electronic Application Form number which shall be system generated.

8. The aforesaid intermediaries shall, at the time of receipt of application, give an acknowledgement

to investor, by giving the counter foil or specifying the application number to the investor, as a

proof of having accepted the application form, in physical or electronic mode, respectively. The

registration of the Application by the Application Collecting Intermediaries does not guarantee

that the Equity Shares shall be allocated / allotted either by our Company.

9. Such acknowledgment will be non-negotiable and by itself will not create any obligation of any

kind.

10. In case of Non Retail Applicants and Retail Individual Applicants, applications would not be

rejected except on the technical grounds as mentioned in the Prospectus. The Application

Collecting Intermediaries shall have no right to reject applications, except on technical grounds.

11. The permission given by the Stock Exchanges to use their network and software of the Online

IPO system should not in any way be deemed or construed to mean that the compliance with

various statutory and other requirements by our Company and/or the Lead Managers are cleared

or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the

correctness or completeness of any of the compliance with the statutory and other requirements

nor does it take any responsibility for the financial or other soundness of our Company, our

Promoter, our management or any scheme or project of our Company; nor does it in any manner

warrant, certify or endorse the correctness or completeness of any of the contents of this

Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on

the Stock Exchanges.

12. The Application Collecting Intermediaries will be given time till 1.00 P.M on the next working

day after the Issue Closing Date to verify the PAN No, DP ID and Client ID uploaded in the

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online IPO system during the Issue Period, after which the Registrar to the Issue will receive this

data from the Stock Exchange and will validate the electronic application details with

Depository‘s records. In case no corresponding record is available with Depositories, which

matches the three parameters, namely DP ID, Client ID and PAN, then such applications are

liable to be rejected.

13. The details uploaded in the online IPO system shall be considered as final and Allotment will be

based on such details for ASBA applications.

ALLOCATION OF EQUITY SHARES

1. The Issue is being made through the Fixed Price Process wherein [●] Equity Shares shall be

reserved for Market Maker. [●] Equity Shares will be allocated on a proportionate basis to Retail

Individual Applicants, subject to valid applications being received from Retail Individual

Applicants at the Issue Price. The balance of the Net Issue will be available for allocation on a

proportionate basis to Non Retail Applicants.

2. Under-subscription, if any, in any category, would be allowed to be met with spill-over from any

other category or combination of categories at the discretion of our Company in consultation with

the Lead Managers and the Stock Exchange.

3. Allocation to Non-Residents, including Eligible NRIs, Eligible QFIs, FIIs and FVCIs registered

with SEBI, applying on repatriation basis will be subject to applicable law, rules, regulations,

guidelines and approvals.

4. In terms of the SEBI Regulations, Non Retail Applicants shall not be allowed to either withdraw

or lower the size of their applications at any stage.

5. Allotment status details shall be available on the website of the Registrar to the Issue.

SIGNING OF UNDERWRITING AGREEMENT AND FILING OF PROSPECTUS WITH

ROC

a) Our Company has entered into an Underwriting agreement dated May 22, 2017

b) A copy of the Prospectus will be filed with the RoC in terms of Section 26 of the Companies Act.

PRE- ISSUE ADVERTISEMENT

Subject to Section 30 of the Companies Act, 2013, our Company shall, after registering the

Prospectus with the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI

Regulations, in: (i) English National Newspaper; (ii) Hindi National Newspaper; and (iii) Regional

Newspaper, each with wide circulation.

ISSUANCE OF ALLOTMENT ADVICE

1. Upon approval of the Basis of Allotment by the Designated Stock Exchange.

2. The Lead Managers or the Registrar to the Issue will dispatch an Allotment Advice to their

Applicants who have been allocated Equity Shares in the Issue.

The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract for the

Allotment to such Applicant.

GENERAL INSTRUCTIONS

Do‟s:

Check if you are eligible to apply;

Read all the instructions carefully and complete the applicable Application Form;

Ensure that the details about Depository Participant and Beneficiary Account are correct as

Allotment of Equity Shares will be in the dematerialized form only;

Each of the Applicants should mention their Permanent Account Number (PAN) allotted under the

Income Tax Act, 1961;

Ensure that the demographic details are updated, true and correct in all respects;

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Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which

the beneficiary account is held with the Depository Participant.

Ensure that you have funds equal to the Application Amount in your bank account maintained with

the SCSB before submitting the Application Form to the respective Designated Branch of the

SCSB;

Ensure that the Application Form is signed by the account holder in case the applicant is not the

account holder. Ensure that you have mentioned the correct bank account number in the

Application Form;

Ensure that you have requested for and receive a acknowledgement;

All applicants should submit their applications through the ASBA process only.

Dont‟s:

Do not apply for lower than the minimum Application size;

Do not apply at a Price Different from the Price mentioned herein or in the Application Form

Do not apply on another Application Form after you have submitted an Application to the Banker

to of the Issue.

Do not pay the Application Price in cash, by money order or by postal order or by stock invest;

Do not send Application Forms by post; instead submit the same to the Application Collecting

Intermediaries. Do not fill in the Application Form such that the Equity Shares applied for exceeds

the Issue Size and/ or investment limit or maximum number of Equity Shares that can be held

under the applicable laws or regulations or maximum amount permissible under the applicable

regulations;

Do not submit the GIR number instead of the PAN as the Application is liable to be rejected on

this ground.

Do not submit incorrect details of the DP ID, beneficiary account number and PAN or provide

details for a beneficiary account which is suspended or for which details cannot be verified by the

Registrar to the Issue

Do not submit Applications on plain paper or incomplete or illegible Application Forms in a

colour prescribed for another category of Applicant

Do not submit more than five Application Forms per ASBA Account.

Do not make Applications if you are not competent to contract under the Indian Contract Act, 1872,

as amended.

Instructions for Completing the Application Form

The Applications should be submitted on the prescribed Application Form and in BLOCK LETTERS

in ENGLISH only in accordance with the instructions contained herein and in the Application Form.

Applications not so made are liable to be rejected. Application Forms should bear the stamp of the

Application Collecting Intermediaries. Application Forms, which do not bear the stamp of the

Application Collecting Intermediaries, will be rejected.

SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional

mechanism for investors to submit Application forms in public issues using the stock broker (‗broker)

network of Stock Exchanges, who may not be syndicate members in an issue with effect from January

01, 2013. The list of Broker Centre is available on the websites of BSE i.e. www.bseindia.com and

NSE i.e. www.nseindia.com. With a view to broadbase the reach of Investors by substantialy

enhancing the points for submission of applications, SEBI vide Circular No. CIR/CFD/POLICY

CELL/11/2015 dated November 10, 2015 has permitted Registrar to the Issue and Share Transfer

Agent and Depository Participants registered with SEBI to accept the Application forms in Public

Issue with effect from January 01, 2016. The List of RTA and DPs centres for collecting the

application shall be disclosed is available on the websites of BSE i.e. www.bseindia.com and NSE i.e.

www.nseindia.com.

Applicant's Depository Account and Bank Details



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Please note that, providing bank account details, PAN Nos, Client ID and DP ID in the space provided

in the application form is mandatory and applications that do not contain such details are liable to be

rejected.

Applicants should note that on the basis of name of the Applicants, Depository Participant's name,

Depository Participant Identification number and Beneficiary Account Number provided by them in

the Application Form as entered into the Stock Exchange online system, the Registrar to the Issue will

obtain from the Depository the demographic details including address, Applicants bank account

details, MICR code and occupation (hereinafter referred to as 'Demographic Details'). These

Demographic Details would be used for all correspondence with the Applicants including mailing of

the Allotment Advice. The Demographic Details given by Applicants in the Application Form would

not be used for any other purpose by the Registrar to the Issue.

By signing the Application Form, the Applicant would be deemed to have authorized the depositories

to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available

on its records.

SUBMISSION OF APPLICATION FORM

All Application Forms duly completed shall be submitted to the Application Collecting Intermediaries

The aforesaid intermediaries shall, at the time of receipt of application, give an acknowledgement to

investor, by giving the counter foil or specifying the application number to the investor, as a proof of

having accepted the application form, in physical or electronic mode, respectively.

COMMUNICATIONS

All future communications in connection with Applications made in this Issue should be addressed to

the Registrar to the Issue quoting the full name of the sole or First Applicant, Application Form

number, Applicants Depository Account Details, number of Equity Shares applied for, date of

Application form, name and address of the Application Collecting Intermediary where the Application

was submitted thereof and a copy of the acknowledgement slip.

Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre Issue or

post Issue related problems such as non-receipt of letters of allotment, credit of allotted shares in the

respective beneficiary accounts, etc.

DISPOSAL OF APPLICATIONS AND APPLICATION MONEYS AND INTEREST IN CASE

OF DELAY

The Company shall ensure the dispatch of Allotment advice, and give benefit to the beneficiary

account with Depository Participants and submit the documents pertaining to the Allotment to the

Stock Exchange within two working days of date of Allotment of Equity Shares.

The Company shall use best efforts to ensure that all steps for completion of the necessary formalities

for listing and commencement of trading at SME Platform of BSE where the Equity Shares are

proposed to be listed are taken within 6 working days from Issue Closing Date.

In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI

Regulations, the Company further undertakes that:

1. Allotment and Listing of Equity Shares shall be made within 4 (Four) and 6 (Six) days of the

Issue Closing Date;

2. The Company will provide adequate funds required for dispatch of Allotment Advice to the

Registrar to the Issue.

IMPERSONATION

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of

the Companies Act, 2013 which is reproduced below:

“Any person who—

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(a) makes or abets making of an application in a fictitious name to a company for acquiring, or

subscribing for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different

combinations of his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities

to him, or to any other person in a fictitious name,

shall be liable for action under Section 447.”

UNDERTAKINGS BY THE COMPANY

Our Company undertake as follows:

1. That the complaints received in respect of the Issue shall be attended expeditiously and

satisfactorily;

2. That all steps will be taken for the completion of the necessary formalities for listing and

commencement of trading at all the stock exchanges where the Equity Shares are proposed to be

listed on sixth day from issue closure date. Working Days from the Issue Closing Date;

3. That the funds required for making refunds as per the modes disclosed or dispatch of allotment

advice by registered post or speed post shall be made available to the Registrar to the Issue by us;

4. That our Promoter‘s contribution in full has already been brought in;

5. That no further issue of Equity Shares shall be made till the Equity Shares offered through the

Prospectus are listed or until the Application monies are refunded on account of non-listing,

under-subscription etc.; and

6. That adequate arrangement shall be made to collect all Applications Supported By Blocked

Amount while finalizing the Basis of Allotment.

UTILIZATION OF THE ISSUE PROCEEDS

The Board of Directors of our Company certifies that:

1. all monies received out of the Issue shall be transferred to a separate Bank Account other than the

bank account referred to in Sub-Section (3) of Section 40 of the Companies Act, 2013;

2. details of all monies utilized out of the Issue referred above shall be disclosed and continue to be

disclosed till the time any part of the Issue Proceeds remains unutilised, under an appropriate

separate head in the balance sheet of our Company indicating the purpose for which such monies

have been utilized;

3. details of all unutilized monies out of the Issue, if any, shall be disclosed under an appropriate

separate head in the balance sheet of our Company indicating the form in which such unutilized

monies have been invested; and

4. Our Company shall comply with the requirements of the SEBI Listing Regulations in relation to

the disclosure and monitoring of the utilisation of the proceeds of the Issue.

Our Company shall not have recourse to the Issue Proceeds until the approval for listing and trading

of the Equity Shares from all the Stock Exchanges where listing is sought has been received.

The Lead Managers undertakes that the complaints or comments received in respect of the Issue shall

be attended by our Company expeditiously and satisfactory.

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EQUITY SHARES IN DEMATERIALSED FORM WITH NSDL OR CDSL

To enable all shareholders of the Company to have their shareholding in electronic form, the

Company has entered into the following tripartite agreements with the Depositories and the Registrar

and Share Transfer Agent:

a. Agreement dated [●] among NSDL, the Company and the Registrar to the Issue;

b. Agreement dated [●] among CDSL, the Company and the Registrar to the Issue;

The Company‘s shares bear ISIN no [●]

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PART B

GENERAL INFORMATION DOCUMENT FOR INVESTING IN PUBLIC ISSUES

This General Information Document highlights the key rules, processes and procedures applicable to

public issues in accordance with the provisions of the Companies Act, 2013 (to the extent notified and

in effect), the Companies Act, 1956 (without reference to the provisions thereof that have ceased to

have effect upon the notification of the Companies Act, 2013), the Securities Contracts (Regulation)

Act, 1956, the Securities Contracts (Regulation) Rules, 1957 and the Securities and Exchange Board

of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. Bidders/Applicants

should not construe the contents of this General Information Document as legal advice and should

consult their own legal counsel and other advisors in relation to the legal matters concerning the

Issue. For taking an investment decision, the Bidders/Applicants should rely on their own examination

of the Issuer and the Issue, and should carefully read the Prospectus before investing in the Issue.

SECTION 1: PURPOSE OF THE GENERAL INFORMATION DOCUMENT (GID)

This document is applicable to the public issues undertaken inter-alia through Fixed Price Issues. The

purpose of the ―General Information Document for Investing in Public Issues‖ is to provide general

guidance to potential Applicants in IPOs, on the processes and procedures governing IPOs,

undertaken in accordance with the provisions of the Securities and Exchange Board of India (Issue of

Capital and Disclosure Requirements) Regulations, 2009 (“SEBI ICDR Regulations, 2009”).

Applicants should note that investment in equity and equity related securities involves risk and

Applicant should not invest any funds in the Issue unless they can afford to take the risk of losing

their investment. The specific terms relating to securities and/or for subscribing to securities in an

Issue and the relevant information about the Issuer undertaking the Issue; are set out in the Prospectus

filed by the Issuer with the Registrar of Companies (“RoC”). Applicants should carefully read the

entire Prospectus and the Application Form and the Abridged Prospectus of the Issuer in which they

are proposing to invest through the Issue. In case of any difference in interpretation or conflict and/or

overlap between the disclosure included in this document and the Prospectus, the disclosures in the

Prospectus shall prevail. The Prospectus of the Issuer is available on the websites of stock exchanges,

on the website(s) of the LM(s) to the Issue and on the website of Securities and Exchange Board of

India (“SEBI”) at www.sebi.gov.in.

For the definitions of capitalized terms and abbreviations used herein Applicants may refer to the

section ―Glossary and Abbreviations‖.

SECTION 2: BRIEF INTRODUCTION TO IPOs ON SME EXCHANGE

2.1 INITIAL PUBLIC OFFER (IPO)

An IPO means an offer of specified securities by an unlisted Issuer to the public for subscription and

may include an Offer for Sale of specified securities to the public by any existing holder of such

securities in an unlisted Issuer.

For undertaking an IPO, an Issuer is inter-alia required to comply with the eligibility requirements of

in terms of either Regulation 26(1) or Regulation 26(2) of the SEBI ICDR Regulations, 2009, if

applicable. For details of compliance with the eligibility requirements by the Issuer, Applicants may

refer to the Prospectus.

The Issuer may also undertake IPO under chapter XB of the SEBI (ICDR) Regulations, wherein as

per:

Regulation 106M (1): An issuer whose post-issue face value Capital does not exceed ten crore

rupees shall issue its specified securities in accordance with provisions of this Chapter.

Regulation 106M (2): An issuer, whose post issue face value capital, is more than ten crore

rupees and upto twenty five crore rupees, may also issue specified securities in accordance with

provisions of this Chapter.

The present Issue is being made under Regulation 106M (1) of Chapter XB of SEBI (ICDR)

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Regulation.

2.2 OTHER ELIGIBILITY REQUIREMENTS

In addition to the eligibility requirements specified in paragraphs 2.1, an Issuer proposing to

undertake an IPO is required to comply with various other requirements as specified in the SEBI

ICDR Regulations, 2009, the Companies Act, 1956 and the Companies Act, 2013 as may be

applicable (the ―Companies Act‖), The Securities Contracts (Regulation) Rules, 1957 (the

―SCRR‖), industry-specific regulations, if any, and other applicable laws for the time being in

force. Following are the eligibility requirements for making an SME IPO under Regulation 106M

(1) of Chapter XB of SEBI (ICDR) Regulation:

(a) In accordance with regulation 106(P) of the SEBI (ICDR) Regulations, Issue has to be 100%

underwritten and the LM has to underwrite at least 15% of the total issue size.

(b) In accordance with Regulation 106(R) of the SEBI (ICDR) Regulations, total number of

proposed allottees in the Issue shall be greater than or equal to fifty, otherwise, the entire

application money will be refunded forthwith. If such money is not repaid within eight days

from the date the company becomes liable to repay it, than the Company and every officer in

default shall, on and from expiry of eight days, be liable to repay such application money,

with interest as prescribed under section 40 of the Companies Act, 2013

(c) In accordance with Regulation 106(O) the SEBI (ICDR) Regulations, Company is not

required to file any Offer Document with SEBI nor has SEBI issued any observations on the

Offer Document. The Lead Manager shall submit the copy of Prospectus along with a Due

Diligence Certificate including additional confirmations as required to SEBI at the time of

filing the Prospectus with Stock Exchange and the Registrar of Companies.

(d) In accordance with Regulation 106(V) of the SEBI ICDR Regulations, the LM has to ensure

compulsory market making for a minimum period of three years from the date of listing of

Equity Shares offered in the Issue.

(e) The Company has track record of distributable profits in terms of section 123 of Companies

Act, 2013 for at least two years out of immediately preceding three financial years and each

financial year has to be a period of at least 12 months. Extraordinary income will not be

considered for the purpose of calculating distributable profits. The net worth of the Company

is positive.

(f) The Post-issue paid up capital of the Company shall not be more than Rs. 25 Crore

(g) The Issuer shall mandatorily facilitate trading in demat securities.

(h) The Issuer should not been referred to Board for Industrial and Financial Reconstruction.

(i) No petition for winding up is admitted by a court or a liquidator has not been appointed of

competent jurisdiction against the Company.

(j) No material regulatory or disciplinary action should have been taken by any stock exchange

or regulatory authority in the past three years against the Issuer.

(k) The Company should have a website

(l) There has been no change in promoter of the Company in the one year preceding the date of

filing application to BSE for listing on SME segment..

(m) Issuer shall also comply with all the other requirements as laid down for such an Issue under

Chapter XB of SEBI (ICDR) Regulations and subsequent circulars and guidelines issued by

SEBI and the Stock Exchange.

As per Regulation 106(M)(3) of SEBI (ICDR) Regulations, 2009, the provisions of Regulations

6(1), 6(2), 6(3), Regulation 8, Regulation 9, Regulation 10, Regulation 25, Regulation 26,

Regulation 27 and Sub regulation (1) of Regulation 49 of SEBI (ICDR) Regulations, 2009 shall

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not apply to this Issue.

Thus Company is eligible for the Issue in accordance with regulation 106M (1) and other

provisions of chapter XB of the SEBI (ICDR) Regulations as the post issue face value capital

does not exceed Rs. 1,000 lakhs. Company also complies with the eligibility conditions laid by

the SME Platform of BSE for listing of our Equity Shares.

2.3 TYPES OF PUBLIC ISSUES – FIXED PRICE ISSUES AND BOOK BUILT ISSUES

In accordance with the provisions of the SEBI ICDR Regulations, 2009, an Issuer can either

determine the Issue Price through the Book Building Process (“Book Built Issue”) or undertake a

Fixed Price Issue (“Fixed Price Issue”). An Issuer may mention Floor Price or Price Band in the

RHP (in case of a Book Built Issue) and a Price or Price Band in the Prospectus (in case of a fixed

price Issue) and determine the price at a later date before registering the Prospectus with the

Registrar of Companies.

The cap on the Price Band should be less than or equal to 120% of the Floor Price. The Issuer

shall announce the Price or the Floor Price or the Price Band through advertisement in all

newspapers in which the pre-issue advertisement was given at least five Working Days before the

Issue Opening Date, in case of an IPO and at least one Working Day before the Issue Opening

Date, in case of an FPO.

The Floor Price or the Issue price cannot be lesser than the face value of the securities. Applicants

should refer to the Prospectus or Issue advertisements to check whether the Issue is a Book Built

Issue or a Fixed Price Issue.

2.4 ISSUE PERIOD

The Issue shall be kept open for a minimum of three Working Days (for all category of

Applicants) and not more than ten Working Days. Applicants are advised to refer to the

Application Form and Abridged Prospectus or Prospectus for details of the Issue Period.

Details of Issue Period are also available on the website of Stock Exchange(s).

2.5 MIGRATION TO MAIN BOARD

In accordance with the BSE Circular dated November 26, 2012 our Company will have to be

mandatorily listed and traded on SME Platform of the BSE for minimum period of two years

from the date of listing and only after that it can migrate to the Main Board of the BSE as per the

guidelines specified by SEBI and as per the procedures laid down under Chapter XB of the SEBI

(ICDR) Regulations. Our company may migrate to the Main Board of BSE from the SME

Exchange on a later date subject to the following:

(a) If the Paid up Capital of the Company is likely to increase above Rs. 25 crores by virtue of

any further issue of capital by way of rights, preferential issue, bonus issue etc. (which has

been approved by a special resolution through postal ballot wherein the votes cast by the

shareholders other than the Promoter in favour of the proposal amount to at least two times

the number of votes cast by shareholders other than promoter shareholders against the

proposal and for which the company has obtained in-principle approval from the main board),

the Company shall apply to SE for listing of its shares on its Main Board subject to the

fulfilment of the eligibility criteria for listing of specified securities laid down by the Main

Board

OR

(b) If the Paid up Capital of the company is more than 10 crores but below Rs. 25 crores, the

Company may still apply for migration to the main board if the same has been approved by a

special resolution through postal ballot wherein the votes cast by the shareholders other than

the Promoter in favour of the proposal amount to at least two times the number of votes cast

by shareholders other than promoter shareholders against the proposal.

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2.1 FLOWCHART OF TIMELINES

A flow chart of process flow in Fixed Price Issues is as follows

Issuer Appoints

SEBI Registered

Intermediary

Due Diligence

carried out by

LM

LM files Draft Prospectus with

Stock

Exchange (SE)

SE issues in principal

approval

Determination of

Issue dates and

price

Anchor Book

opens allocation

to Anchor investors

(optional)

Issue Opens

Applicant submits ASBA application

form to SCSBs, RTAs and DPs

SCSB uploads ASBA Application

details on SE platform

Issue Period

Closes (T-DAY)

Extra Day for modification of

details for applications already

uploaded

RTA receive electronic

application file from SEs and commences validation of

uploaded details

Collecting banks commence clearing

of payment instruments

Final Certificate from Collecting

Banks / SCSBs to RTAs

RTA validates electronic

application file with DPs for verification of DP ID / CI ID &

PAN

RTA completes reconciliation and submits the final basis of allotment

with SE

Basis of allotment approved by SE

Instructions sent to SCSBs/ Collecting bank for successful

allotment and movement of funds

Credit of shares in client account with DPs and transfer of

funds to Issue Account

Registrar to issue bank-wise data of allottees, allotted

amount and refund amount to

collecting banks

Refund /Unblocking of

funds is made for unsuccessful bids

Listing and Trading approval given by

Stock Exchange (s)

Trading Starts (T + 6)

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SECTION 3: CATEGORY OF INVESTORS ELIGIBLE TO PARTICIPATE IN AN ISSUE

Each Applicant should check whether it is eligible to apply under applicable law. Furthermore,

certain categories of Applicants, such as NRIs, FPIs and FVCIs may not be allowed to apply in the

Issue or to hold Equity Shares, in excess of certain limits specified under applicable law. Applicants

are requested to refer to the Prospectus for more details.

Subject to the above, an illustrative list of Applicants is as follows:

1. Indian nationals resident in India who are not incompetent to contract in single or joint names (not

more than three) or in the names of minors through natural/legal guardian;

2. Hindu Undivided Families or HUFs, in the individual name of the Karta. The Applicant should

specify that the application is being made in the name of the HUF in the Application Form as

follows: Name of Sole or First applicant: XYZ Hindu Undivided Family applying through XYZ,

where XYZ is the name of the Karta. Applications by HUFs would be considered at par with

those from individuals;

3. Companies, Corporate Bodies and Societies registered under the applicable laws in India and

authorized to invest in the Equity Shares under their respective constitutional and charter

documents;

4. Mutual Funds registered with SEBI;

5. Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws.

NRIs other than Eligible NRIs are not eligible to participate in this Issue;

6. Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative

banks (subject to RBI permission, and the SEBI Regulations and other laws, as applicable);

7. FPIs other than Category III FPI; VCFs and FVCIs registered with SEBI

8. Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;

9. State Industrial Development Corporations;

10. Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any

other law relating to Trusts and who are authorized under their constitution to hold and invest in

equity shares;

11. Scientific and/or Industrial Research Organizations authorized to invest in equity shares;

12. Insurance Companies registered with IRDA;

13. Provident Funds and Pension Funds with minimum corpus of Rs. 2,500 Lakhs and who are

authorized under their constitution to hold and invest in equity shares;

14. Multilateral and Bilateral Development Financial Institutions;

15. National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23,

2005 of Government of India published in the Gazette of India;

16. Insurance funds set up and managed by army, navy or air force of the Union of India or by

Department of Posts, India;

17. Any other person eligible to apply in this Issue, under the laws, rules, regulations, guidelines and

policies applicable to them and under Indian laws

As per the existing regulations, OCBs cannot participate in this Issue.

SECTION 4: APPLYING IN THE ISSUE

Fixed Price Issue: Applicants should only use the specified Application Form either bearing the

stamp of Application Collecting Intermediaries as available or downloaded from the websites of the

Stock Exchanges. Application Forms are available Designated Branches of the SCSBs, at the

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registered office of the Issuer and at the corporate office of LM. For further details regarding

availability of Application Forms, Applicants may refer to the Prospectus.

Applicants should ensure that they apply in the appropriate category. The prescribed colour of the

Application Form for various categories of Applicants is as follows:

Category Colour of the

Application

Resident Indian, Eligible NRIs applying on a non-repatriation basis White

NRIs, FVCIs, FPIs, their Sub-Accounts (other than Sub-Accounts which are

foreign corporate(s) or foreign individuals applying under the QIB), on a

repatriation basis

Blue

Anchor Investors (where applicable) & Applicants applying in the reserved

category

Not Applicable

Securities Issued in an IPO can only be in dematerialized form in compliance with Section 29 of the

Companies Act, 2013. Applicants will not have the option of getting the allotment of specified

securities in physical form. However, they may get the specified securities rematerialized subsequent

to allotment.

4.1 INSTRUCTIONS FOR FILING THE APPLICATION FORM (FIXED PRICE ISSUE)

Applicants may note that forms not filled completely or correctly as per instructions provided in

this GID, the Prospectus and the Application Form are liable to be rejected.

Instructions to fill each field of the Application Form can be found on the reverse side of the

Application Form. Specific instructions for filling various fields of the Resident Application Form

and Non-Resident Application Form and samples are provided below.

The samples of the Application Form for resident Applicants and the Application Form for non-

resident Applicants are reproduced below:

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R Application Form

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NR Application Form

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FIELD NUMBER 1: NAME AND CONTACT DETAILS OF THE SOLE/ FIRST APPLICANT

Applicants should ensure that the name provided in this field is exactly the same as the name

in which the Depository Account is held.

(a) Mandatory Fields: Applicants should note that the name and address fields are compulsory and

e-mail and/or telephone number/ mobile number fields are optional. Applicants should note that

the contact details mentioned in the Application Form may be used to dispatch communications)

in case the communication sent to the address available with the Depositories are returned

undelivered or are not available. The contact details provided in the Application Form may be

used by the Issuer, the members of the Syndicate, the Registered Broker and the Registrar to the

Issue only for correspondence(s) related to an Issue and for no other purposes.

(b) Joint Applications: In the case of Joint Applications, the Applications should be made in the

name of the Applicant whose name appears first in the Depository account. The name so entered

should be the same as it appears in the Depository records. The signature of only such first

Applicant would be required in the Application Form and such first Applicant would be deemed

to have signed on behalf of the joint holders. All payments may be made out in favour of the

Applicant whose name appears in the Application Form or the Revision Form and all

communications may be addressed to such Applicant and may be dispatched to his or her address

as per the Demographic Details received from the Depositories.

(c) Impersonation: Attention of the Applicants is specifically drawn to the provisions of sub section

(1) of Section 38 of the Companies Act, 2013 which is reproduced below:

Any person who:

makes or abets making of an application in a fictitious name to a Company for acquiring, or

subscribing for, its securities; or

makes or abets making of multiple applications to a Company in different names or in

different combinations of his name or surname for acquiring or subscribing for its securities;

or

otherwise induces directly or indirectly a Company to allot, or register any transfer of

securities to him, or to any other person in a fictitious name,

Shall be liable for action under section 447 of the said Act.

(d) Nomination Facility to Applicant: Nomination facility is available in accordance with the

provisions of Section 72 of the Companies Act, 2013. In case of allotment of the Equity Shares in

dematerialized form, there is no need to make a separate nomination as the nomination registered

with the Depository may prevail. For changing nominations, the Applicants should inform their

respective DP.

4.1.1 FIELD NUMBER 2: PAN NUMBER OF SOLE /FIRST APPLICANT

(a) PAN (of the sole/ first Applicant) provided in the Application Form should be exactly the same as

the PAN of the person(s) in whose name the relevant beneficiary account is held as per the

Depositories‘ records.

(b) PAN is the sole identification number for participants transacting in the securities market

irrespective of the amount of transaction except for Applications on behalf of the Central or State

Government, Applications by officials appointed by the courts and Applications by Applicants

residing in Sikkim (―PAN Exempted Applicants‖). Consequently, all Applicants, other than the

PAN Exempted Applicants, are required to disclose their PAN in the Application Form,

irrespective of the Application Amount. An Application Form without PAN, except in case of

Exempted Applicants, is liable to be rejected. Applications by the Applicants whose PAN is not

available as per the Demographic Details available in their Depository records, are liable to be

rejected.

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(c) The exemption for the PAN Exempted Applicants is subject to (a) the Demographic Details

received from the respective Depositories confirming the exemption granted to the beneficiary

owner by a suitable description in the PAN field and the beneficiary account remaining in ―active

status‖; and (b) in the case of residents of Sikkim, the address as per the Demographic Details

evidencing the same.

(d) Application Forms which provide the General Index Register Number instead of PAN may be

rejected.

(e) Applications by Applicants whose demat accounts have been ‗suspended for credit‘ are liable to

be rejected pursuant to the circular issued by SEBI on July 29, 2010, bearing number

CIR/MRD/DP/22/2010. Such accounts are classified as ―Inactive demat accounts‖ and

demographic details are not provided by depositories.

4.1.2 FIELD NUMBER 3: APPLICANTS DEPOSITORY ACCOUNT DETAILS

(a) Applicants should ensure that DP ID and the Client ID are correctly filled in the Application

Form. The DP ID and Client ID provided in the Application Form should match with the DP ID

and Client ID available in the Depository database, otherwise, the Application Form is liable to

be rejected.

(b) Applicants should ensure that the beneficiary account provided in the Application Form is active.

(c) Applicants should note that on the basis of DP ID and Client ID as provided in the Application

Form, the Applicant may be deemed to have authorized the Depositories to provide to the

Registrar to the Issue, any requested Demographic Details of the Applicant as available on the

records of the depositories. These Demographic Details may be used, among other things, for

sending allocation advice and for other correspondence(s) related to an Issue.

(d) Applicants are, advised to update any changes to their Demographic Details as available in the

records of the Depository Participant to ensure accuracy of records. Any delay resulting from

failure to update the Demographic Details would be at the Applicants‘ sole risk.

4.1.3 FIELD NUMBER 4: APPLICATION DETAILS

(a) The Issuer may mention Price in the Draft Prospectus. However a prospectus registered with

RoC contains one price.

(b) Minimum And Maximum Application Size

i. For Retail Individual Applicants

The Application must be for a minimum of [•] Equity Shares. As the Application Price

payable by the Retail Individual Applicants cannot exceed Rs. 2,00,000, they can make

Application for only minimum Application size i.e. for [•] Equity Shares.

ii. For Other Applicants (Non Institutional Applicants and QIBs):

The Application must be for a minimum of such number of Equity Shares such that the

Application Amount exceeds Rs. 2,00,000 and in multiples of [•] Equity Shares thereafter.

An Application cannot be submitted for more than the Issue Size. However, the maximum

Application by a QIB investor should not exceed the investment limits prescribed for them

by applicable laws. Under existing SEBI Regulations, a QIB Applicant cannot withdraw its

Application after the Issue Closing Date and is required to pay 100% QIB Margin upon

submission of Application. In case of revision in Applications, the Non Institutional

Applicants, who are individuals, have to ensure that the Application Amount is greater than

Rs. 2,00,000 for being considered for allocation in the Non Institutional Portion. Applicants

are advised to ensure that any single Application from them does not exceed the investment

limits or maximum number of Equity Shares that can be held by them under applicable law

or regulation or as specified in the Prospectus.

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(c) Multiple Applications: An Applicant should submit only one Application Form. Submission

of a second Application Form to either the same or to any other Application Collecting

Intermediary and duplicate copies of Application Forms bearing the same application number

shall be treated as multiple applications and are liable to be rejected.

(d) Applicants are requested to note the following procedures may be followed by the Registrar to

the Issue to detect multiple applications:

i. All applications may be checked for common PAN as per the records of the Depository. For

Applicants other than Mutual Funds and FPI sub-accounts, Applications bearing the same

PAN may be treated as multiple applications by an Applicant and may be rejected.

ii. For applications from Mutual Funds and FPI sub-accounts, submitted under the same PAN, as

well as Applications on behalf of the PAN Exempted Applicants, the Application Forms may

be checked for common DP ID and Client ID. In any such applications which have the same

DP ID and Client ID, these may be treated as multiple applications and may be rejected.

(e) The following applications may not be treated as multiple Applications:

i. Applications by Reserved Categories in their respective reservation portion as well as that

made by them in the Net Issue portion in public category.

ii. Separate applications by Mutual Funds in respect of more than one scheme of the Mutual

Fund provided that the Applications clearly indicate the scheme for which the Application has

been made.

iii. Applications by Mutual Funds, and sub-accounts of FPIs (or FPIs and its sub-accounts)

submitted with the same PAN but with different beneficiary account numbers, Client IDs and

DP IDs.

4.1.4 FIELD NUMBER 5: CATEGORY OF APPLICANTS

i. The categories of applicants identified as per the SEBI ICDR Regulations, 2009 for the

purpose of Application, allocation and allotment in the Issue are RIIs, individual

applicants other than RII‘s and other investors (including corporate bodies or institutions,

irrespective of the number of specified securities applied for).

ii. An Issuer can make reservation for certain categories of Applicants permitted under the

SEBI ICDR Regulations, 2009. For details of any reservations made in the Issue,

applicants may refer to the Prospectus.

iii. The SEBI ICDR Regulations, 2009 specify the allocation or allotment that may be made to

various categories of applicants in an Issue depending upon compliance with the eligibility

conditions. For details pertaining to allocation and Issue specific details in relation to

allocation, applicant may refer to the Prospectus.

4.1.5 FIELD NUMBER 6: INVESTOR STATUS

(a) Each Applicant should check whether it is eligible to apply under applicable law and ensure

that any prospective allotment to it in the Issue is in compliance with the investment

restrictions under applicable law.

(b) Certain categories of Applicants, such as NRIs, FPIs and FVCIs may not be allowed to apply

in the Issue or hold Equity Shares exceeding certain limits specified under applicable law.

Applicants are requested to refer to the Prospectus for more details.

(c) Applicants should check whether they are eligible to apply on non-repatriation basis or

repatriation basis and should accordingly provide the investor status. Details regarding

investor status are different in the Resident Application Form and Non-Resident Application

Form.

(d) Applicants should ensure that their investor status is updated in the Depository records.

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4.1.6 FIELD 7: PAYMENT DETAILS

(a) Please note that, providing bank account details in the space provided in the Application Form

is mandatory and Applications that do not contain such details are liable to be rejected.

4.1.6.1 Payment instructions for Applicants

(a) Applicants may submit the Application Form in physical mode to the Application Collecting

Intermediaries.

(b) Applicants should specify the Bank Account number in the Application Form.

(c) Applicants should ensure that the Application Form is also signed by the ASBA Account holder(s)

if the Applicant is not the ASBA Account holder;

(d) Applicants shall note that that for the purpose of blocking funds under ASBA facility clearly

demarcated funds shall be available in the account.

(e) From one Bank Account, a maximum of five Application Forms can be submitted.

(f) Applicants applying directly through the SCSBs should ensure that the Application Form is

submitted to a Designated Branch of a SCSB where the ASBA Account is maintained. In case

Applicant applying through Application Collecting Intermediary other than SCSB, after

verification and upload, the Application Collecting Intermediary shall send to SCSB for blocking

of fund.

(g) Upon receipt of the Application Form, the Designated Branch of the SCSB may verify if sufficient

funds equal to the Application Amount are available in the ASBA Account, as mentioned in the

Application Form.

(h) If sufficient funds are available in the ASBA Account, the SCSB may block an amount equivalent

to the Application Amount mentioned in the Application Form and may upload the details on the

Stock Exchange Platform.

(i) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB

may not upload such Applications on the Stock Exchange platform and such Applications are

liable to be rejected.

(j) Upon submission of a completed Application Form each ASBA Applicant may be deemed to have

agreed to block the entire Application Amount and authorized the Designated Branch of the SCSB

to block the Application Amount specified in the Application Form in the ASBA Account

maintained with the SCSBs.

(k) The Application Amount may remain blocked in the aforesaid ASBA Account until finalisation of

the Basis of allotment and subsequent transfer of the Application Amount against the Allotted

Equity Shares, if any, to the Public Issue Account, or until withdrawal or failure of the Issue, or

until withdrawal or rejection of the Application, as the case may be.

(l) SCSBs applying in the Issue must apply through an ASBA Account maintained with any other

SCSB; else their Applications are liable to be rejected.

4.1.7 Unblocking of ASBA Account

(a) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to the

Issue may provide the following details to the controlling branches of each SCSB, along with

instructions to unblock the relevant bank accounts and for successful applications transfer the

requisite money to the Public Issue Account designated for this purpose, within the specified

timelines: (i) the number of Equity Shares to be Allotted against each Application, (ii) the amount

to be transferred from the relevant bank account to the Public Issue Account, for each Application,

(iii) the date by which funds referred to in (ii) above may be transferred to the Public Issue

Account, and (iv) details of rejected/ partial/ non allotment ASBA Applications, if any, along with

reasons for rejection and details of withdrawn or unsuccessful Applications, if any, to enable the

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SCSBs to unblock the respective bank accounts.

(b) On the basis of instructions from the Registrar to the Issue, the SCSBs may transfer the requisite

amount against each successful ASBA Application to the Public Issue Account and may unblock

the excess amount, if any, in the ASBA Account.

(c) In the event of withdrawal or rejection of the Application Form and for unsuccessful Applications,

the Registrar to the Issue may give instructions to the SCSB to unblock the Application Amount in

the relevant ASBA Account within 6 Working Days of the Issue Closing Date.

4.1.7.1 Discount (if applicable)

(a) The Discount is stated in absolute rupee terms.

(b) RIIs, Employees and Retail Individual Shareholders are only eligible for discount. For Discounts

offered in the Issue, applicants may refer to the Prospectus.

(c) The Applicants entitled to the applicable Discount in the Issue may make payment for an amount

i.e. the Application Amount less Discount (if applicable).

4.1.7.2 Additional Payment Instructions for NRIs

The Non-Resident Indians who intend to block funds in their Non-Resident Ordinary (NRO) accounts

shall use the form meant for Resident Indians (non-repatriation basis). In the case of applications by

NRIs applying on a repatriation basis, payment shall not be accepted out of NRO Account.

4.1.8 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS

(a) Only the First Applicant is required to sign the Application Form. Applicants should ensure that

signatures are in one of the languages specified in the Eighth Schedule to the Constitution of

India.

(b) If the ASBA Account is held by a person or persons other than the Applicant, then the Signature

of the ASBA Account holder(s) is also required.

(c) In relation to the Applications, signature has to be correctly affixed in the

authorization/undertaking box in the Application Form, or an authorisation has to be provided to

the SCSB via the electronic mode, for blocking funds in the ASBA Account equivalent to the

application amount mentioned in the Application Form.

(d) Applicants must note that Application Form without signature of Applicant and /or ASBA

Account holder is liable to be rejected.

4.1.9 ACKNOWLEDGEMENT AND FUTURE COMMUNICATION

Applicants should ensure that they receive the acknowledgment duly signed and stamped by

Application Collecting Intermediaries, as applicable, for submission of the Application Form.

(a) All communications in connection with Applications made in the Issue should be addressed as under:

i. In case of queries related to Allotment, non-receipt of Allotment Advice, credit of allotted

equity shares, unblocking of funds, the Applicants should contact the Registrar to the Issue.

ii. In case of applications submitted to the Designated Branches of the SCSBs, the Applicants

should contact the relevant Designated Branch of the SCSB.

iii. Applicant may contact the Company Secretary and Compliance Officer or LM(s) in case of

any other complaints in relation to the Issue.

(b) The following details (as applicable) should be quoted while making any queries -

i. Full name of the sole or First Applicant, Application Form number, Applicants‘ DP ID, Client

ID, PAN, number of Equity Shares applied for, amount blocked on application And ASBA

Account Number and Name.

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ii. In case of ASBA applications, ASBA Account number in which the amount equivalent to the

application amount was blocked.

For further details, Applicant may refer to the Prospectus and the Application Form.

4.2 INSTRUCTIONS FOR FILING THE REVISION FORM

(a) During the Issue Period, any Applicant (other than QIBs and NIIs, who can only revise their

application amount upwards) who has registered his or her interest in the Equity Shares for a

particular number of shares is free to revise number of shares applied using revision forms

available separately.

(b) RII may revise/withdraw their applications till closure of the Issue period

(c) Revisions can be made only in the desired number of Equity Shares by using the Revision Form.

(d) The Applicant can make this revision any number of times during the Issue Period. However, for

any revision(s) in the Application, the Applicants will have to use the services of the SCSB

through which such Applicant had placed the original Application.

A sample Revision form is reproduced below:

Other than instructions already highlighted at paragraph 4.1 above, point wise instructions

regarding filling up various fields of the Revision Form are provided below:

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Revision Form – R

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Revision Form – NR

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4.2.1 FIELDS 1, 2 AND 3: NAME AND CONTACT DETAILS OF SOLE/FIRST

APPLICANT, PAN OF SOLE/FIRST APPLICANT & DEPOSITORY ACCOUNT

DETAILS OF THE APPLICANT

Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.

4.2.2 FIELD 4 & 5: APPLICATION REVISION „FROM‟ AND „TO‟

(a) Apart from mentioning the revised number of shares in the Revision Form, the

Applicant must also mention the details of shares applied for given in his or her

Application Form or earlier Revision Form.

(b) In case of revision of applications by RIIs, Employees and Retail Individual

Shareholders, such Applicants should ensure that the application amount should not

exceed Rs. 2,00,000/- due to revision and the application may be considered, subject

to eligibility, for allocation under the Non-Institutional Category.

4.2.3 FIELD 6: PAYMENT DETAILS

(a) All Applicants are required to make payment of the full application amount along with the

Revision Form.

(b) Applicant may Issue instructions to block the revised amount in the ASBA Account, to

Designated Branch through whom such Applicant had placed the original application to

enable the relevant SCSB to block the additional application amount, if any.

4.2.4 FIELDS 7: SIGNATURES AND ACKNOWLEDGEMENTS

Applicants may refer to instructions contained at paragraphs 4.1.8 and 4.1.9 for this

purpose.

4.3 SUBMISSION OF REVISION FORM/ APPLICATION FORM

4.3.1 Applicants may submit completed application form / Revision Form in the following

manner:-

Mode of Application Submission of Application Form

All Investors

Application

To the Application Collecting Intermediaries as mentioned in the

Prospectus/ Application Form

SECTION 5: ISSUE PROCEDURE IN FIXED PRICE ISSUE

5 APPLICANTS MAY NOTE THAT THERE IS NO BID CUM APPLICATION FORM IN A

FIXED PRICE ISSUE

As the Issue Price is mentioned in the Fixed Price Issue therefore on filing of the Prospectus with

the RoC, the Application so submitted is considered as the application form.

Applicants may only use the specified Application Form for the purpose of making an Application

in terms of the Prospectus which may be submitted through Application Collecting Intermediaries

and apply only through ASBA facility.

ASBA Applicants may submit an Application Form either in physical/electronic form to the

Application Collecting Intermediaries authorising blocking of funds that are available in the bank

account specified in the Application Form only (―ASBA Account‖). The Application Form is also

made available on the websites of the Stock Exchanges at least one day prior to the Issue Opening

Date.

In a fixed price Issue, allocation in the net offer to the public category is made as follows:

minimum fifty per cent to Retail Individual Investors; and remaining to (i) individual investors

other than Retail Individual Investors; and (ii) other Applicants including corporate bodies or

institutions, irrespective of the number of specified securities applied for. The unsubscribed

portion in either of the categories specified above may be allocated to the Applicants in the other

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category.

6 GROUNDS OF REJECTIONS

Applicants are advised to note that Applications are liable to be rejected inter alia on the following

technical grounds:

• Amount blocked does not tally with the amount payable for the Equity Shares applied for;

• In case of partnership firms, Equity Shares may be registered in the names of the individual

partners and no firm as such shall be entitled to apply;

• Application by persons not competent to contract under the Indian Contract Act, 1872 (other

than minor having valid depository accounts as per demographic details provided by the

depositary);

• PAN not mentioned in the Application Form;

• GIR number furnished instead of PAN;

• Applications for lower number of Equity Shares than specified for that category of investors;

• Applications at a price other than the Fixed Price of the Issue;

• Applications for number of Equity Shares which are not in multiples of [•]

• Category not ticked;

• Multiple Applications as defined in the Prospectus;

• In case of Application under power of attorney or by limited companies, corporate, trust etc.,

where relevant documents are not submitted;

• Applications accompanied by Stock invest/ money order/ postal order/ cash/ cheque/ demand

draft/ pay order;

• Signature of sole Applicant is missing;

• Application Forms are not delivered by the Applicant within the time prescribed as per the

Application Forms, Issue Opening Date advertisement and the Prospectus and as per the

instructions in the Prospectus and the Application Forms;

• In case no corresponding record is available with the Depositories that matches three

parameters namely, names of the Applicants (including the order of names of joint holders),

the Depository Participant‘s identity (DP ID) and the beneficiary‘s account number;

• Applications for amounts greater than the maximum permissible amounts prescribed by the

regulations;

• Applications by OCBs;

• Applications by US persons other than in reliance on Regulation S or ―qualified institutional

buyers‖ as defined in Rule 144A under the Securities Act;

• Applications not duly signed by the sole/ first Applicant;

• Applications by any persons outside India if not in compliance with applicable foreign and

Indian laws;

• Applications that do not comply with the securities laws of their respective jurisdictions are

liable to be rejected;

• Applications by persons prohibited from buying, selling or dealing in the shares directly or

indirectly by SEBI or any other regulatory authority;

• Applications by persons who are not eligible to acquire Equity Shares of the Company in

terms of all applicable laws, rules, regulations, guidelines, and approvals;

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• Applications or revisions thereof by QIB Applicants, Non Institutional Applicants where the

Application Amount is in excess of Rs. 2,00,000, received after 3.00 pm on the Issue Closing

Date , unless the extended time is permitted by BSE.

• Details of ASBA Account not provided in the Application form

For details of instructions in relation to the Application Form, Applicants may refer to the

relevant section the GID.

APPLICANTS SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID

MENTIONED IN THE APPLICATION FORM AND ENTERED INTO THE ELECTRONIC

APPLICATION SYSTEM OF THE STOCK EXCHANGES BY THE APPLICATION

COLLECTING INTERMEDIARIES DO NOT MATCH WITH PAN, THE DP ID AND

CLIENT ID AVAILABLE IN THE DEPOSITORY DATABASE, THE APPLICATION FORM

IS LIABLE TO BE REJECTED.

SECTION 6: ISSUE PROCEDURE IN BOOK BUILT ISSUE

This being Fixed Price Issue, this section is not applicable for this Issue.

SECTION 7: ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT

7.1 BASIS OF ALLOTMENT

Allotment will be made in consultation with the SME Platform of BSE (The Designated Stock

Exchange). In the event of oversubscription, the allotment will be made on a proportionate basis

in marketable lots as set forth hereunder:

(a) The total number of Shares to be allocated to each category as a whole shall be arrived at on a

proportionate basis i.e. the total number of Shares applied for in that category multiplied by

the inverse of the over subscription ratio (number of Applicants in the category x number of

Shares applied for).

(b) The number of Shares to be allocated to the successful Applicants will be arrived at on a

proportionate basis in marketable lots (i.e. Total number of Shares applied for into the inverse

of the over subscription ratio).

(c) For applications where the proportionate allotment works out to less than [•] equity shares the

allotment will be made as follows:

i. Each successful Applicant shall be allotted [•] equity shares; and

ii. The successful Applicants out of the total applicants for that category shall be

determined by the drawl of lots in such a manner that the total number of Shares

allotted in that category is equal to the number of Shares worked out as per (2) above.

(d) If the proportionate allotment to an Applicant works out to a number that is not a multiple of

[•] equity shares, the Applicant would be allotted Shares by rounding off to the nearest

multiple of [•]equity shares subject to a minimum allotment of [•]equity shares.

(e) If the Shares allotted on a proportionate basis to any category is more than the Shares allotted

to the Applicants in that category, the balance available Shares or allocation shall be first

adjusted against any category, where the allotted Shares are not sufficient for proportionate

allotment to the successful Applicants in that category, the balance Shares, if any, remaining

after such adjustment will be added to the category comprising Applicants applying for the

minimum number of Shares. If as a result of the process of rounding off to the nearest

multiple of [•]Equity Shares, results in the actual allotment being higher than the shares

offered, the final allotment may be higher at the sole discretion of the Board of Directors, up

to 110% of the size of the offer specified under the Capital Structure mentioned in this

Prospectus.

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(f) The above proportionate allotment of Shares in an Issue that is oversubscribed shall be subject

to the reservation for Retail individual Applicants as described below:

i. As per Regulation 43 (4) of SEBI (ICDR), as the retail individual investor category is entitled

to more than fifty per cent on proportionate basis, the retail individual investors shall be

allocated that higher percentage.

ii. The balance net offer of shares to the public shall be made available for allotment to

• individual applicants other than retails individual investors and

• other investors, including corporate bodies/ institutions irrespective of number of shares

applied for.

iii. The unsubscribed portion of the net offer to any one of the categories specified in a) or b)

shall/may be made available for allocation to applicants in the other category, if so required.

‗Retail Individual Investor‘ means an investor who applies for shares of value of not more than

Rs. 2,00,000/-. Investors may note that in case of over subscription allotment shall be on

proportionate basis and will be finalized in consultation with BSE.

The Executive Director / Managing Director of BSE – the Designated Stock Exchange in addition

to Lead Managers and Registrar to the Public Issue shall be responsible to ensure that the basis of

allotment is finalized in a fair and proper manner in accordance with the SEBI (ICDR)

Regulations.

7.2 DESIGNATED DATE AND ALLOTMENT OF EQUITY SHARES

(a) Designated Date: On the Designated Date, the SCSBs shall transfer the funds represented by

allocation of Equity Shares into the Public Issue Account with the Bankers to the Issue.

(b) Issuance of Allotment Advice: Upon approval of the Basis of Allotment by the Designated

Stock Exchange, the Registrar shall upload the same on its website. On the basis of the

approved Basis of Allotment, the Issuer shall pass necessary corporate action to facilitate the

Allotment and credit of Equity Shares. Applicants are advised to instruct their Depository

Participant to accept the Equity Shares that may be allotted to them pursuant to the

Issue.

Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment

Advice to the Applicants who have been Allotted Equity Shares in the Issue.

(c) The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract.

(d) Issuer will ensure that: (i) the Allotment of Equity Shares; and (ii) initiate corporate action for

credit of shares to the successful Applicants Depository Account will be completed within 4

Working Days of the Issue Closing Date. The Issuer also ensures the credit of shares to the

successful Applicant‘s depository account is completed within one Working Day from the

date of Allotment, after the funds are transferred from the Public Issue Account on the

Designated Date.

SECTION 8: INTEREST AND REFUNDS

8.1 COMPLETION OF FORMALITIES FOR LISTING & COMMENCEMENT OF

TRADING

The Issuer may ensure that all steps for the completion of the necessary formalities for listing and

commencement of trading at all the Stock Exchanges are taken within 5 Working Days of the

Issue Closing Date. The Registrar to the Issue may give instructions for credit to Equity Shares the

beneficiary account with DPs, and dispatch the Allotment Advice within 5 Working Days of the

Issue Closing Date.

8.2 GROUNDS FOR REFUND

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8.2.1 NON RECEIPT OF LISTING PERMISSION

An Issuer makes an application to the Stock Exchange(s) for permission to deal in/list and for an

official quotation of the Equity Shares. All the Stock Exchanges from where such permission is

sought are disclosed in Prospectus. The Designated Stock Exchange may be as disclosed in the

Prospectus with which the Basis of Allotment may be finalised.

If the permissions to deal in and for an official quotation of the Equity Shares are not granted by

any of the Stock Exchange(s), the Issuer may forthwith repay, without interest, all moneys received

from the Applicants in pursuance of the Prospectus.

If such money is not repaid within eight days after the Issuer becomes liable to repay it, then the

Issuer and every director of the Issuer who is an officer in default may, on and from such expiry of

eight days, be liable to repay the money, with interest at such rate, as prescribed under Section 73

of the Companies Act, and as disclosed in the Prospectus.

8.2.2 MINIMUM SUBSCRIPTION

This Issue is not restricted to any minimum subscription level. This Issue is 100% underwritten. As

per Section 39 of the Companies Act, 2013, if the ―stated minimum amount‖ has not be subscribed

and the sum payable on application is not received within a period of 30 days from the date of the

Prospectus, the application money has to be returned within such period as may be prescribed. If

the Issuer does not receive the subscription of 100% of the Issue through this offer document

including devolvement of Underwriters within sixty days from the date of closure of the Issue, the

Issuer shall forthwith refund the entire subscription amount received. If there is a delay beyond

eight days after the Issuer becomes liable to pay the amount, the Issuer shall pay interest prescribed

under section 73 of the Companies Act, 1956 (or the Company shall follow any other substitution

or additional provisions as has been or may be notified under the Companies Act, 2013).

8.2.3 MINIMUM NUMBER OF ALLOTTEES

The Issuer may ensure that the number of prospective Allottees to whom Equity Shares may be

allotted may not be less than 50 failing which the entire application monies may be refunded

forthwith.

8.3 MODE OF REFUND

Within 6 Working Days of the Issue Closing Date, the Registrar to the Issue may give instructions

to SCSBs for unblocking the amount in ASBA Account on unsuccessful Application and also for

any excess amount blocked on Application.

8.3.1 Mode of making refunds

The Registrar to the Issue may instruct the controlling branch of the SCSB to unblock the

funds in the relevant ASBA Account for any withdrawn, rejected or unsuccessful ASBA

applications or in the event of withdrawal or failure of the Issue.

8.4 INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND

The Issuer may pay interest at the rate of 15% per annum /or demat credits are not made to

Applicants or instructions for unblocking of funds in the ASBA Account are not done within the 4

Working days of the Issue Closing Date.

The Issuer may pay interest at 15% per annum for any delay beyond 6 days from the Issue Closing

Date, if Allotment is not made.

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SECTION 9: GLOSSARY AND ABBREVIATIONS

Unless the context otherwise indicates or implies, certain definitions and abbreviations used in this

document may have the meaning as provided below. References to any legislation, act or regulation

may be to such legislation, act or regulation as amended from time to time.

Term Description

Allotment/ Allot/ Allotted The allotment of Equity Shares pursuant to the Issue to successful

Applicants

Allottee An Applicant to whom the Equity Shares are Allotted

Allotment Advice

Note or advice or intimation of Allotment sent to the Applicants who

have been allotted Equity Shares after the Basis of Allotment has

been approved by the designated Stock Exchanges

Anchor Investor

A Qualified Institutional Buyer, applying under the Anchor Investor

Portion in accordance with the requirements specified in SEBI ICDR

Regulations, 2009.

Anchor Investor Portion

Up to 30% of the QIB Category which may be allocated by the Issuer

in consultation with the Lead Manager, to Anchor Investors on a

discretionary basis. One-third of the Anchor Investor Portion is

reserved for domestic Mutual Funds, subject to valid bids being

received from domestic Mutual Funds at or above the price at which

allocation is being done to Anchor Investors

Application

An indication to make an offer during the Issue Period by a

prospective investor pursuant to submission of Application Form or

during the Issue Period by the Anchor Investors, to subscribe for or

purchase the Equity Shares of the Issuer at a price including all

revisions and modifications thereto.

Application Form

The form in terms of which the Applicant should make an application

for Allotment in case of issues other than Book Built Issues, includes

Fixed Price Issue

Application Collecting

Intermediaries

i) an SCSB, with whom the bank account to be blocked, is

maintained

ii) a syndicate member (or sub-syndicate member)

iii) a stock broker registered with a recognised stock exchange

(and whose name is mentioned on the website of the stock

exchange as eligible for this activity) (‗broker‘)

iv) a depository participant (‗DP‘) (whose name is mentioned on

the website of the stock exchange as eligible for this activity)

v) a registrar to an issue and share transfer agent (‗RTA‘) (whose

name is mentioned on the website of the stock exchange as

eligible for this activity)

Application Supported by

Blocked Amount/ (ASBA)/

ASBA

An application, whether physical or electronic, used by

Bidders/Applicants to make a Bid authorising an SCSB to block the

Bid Amount in the specified bank account maintained with such SCSB

ASBA Account Account maintained with an SCSB which may be blocked by such

SCSB to the extent of the Bid Amount of the ASBA Applicant

ASBA Application An Application made by an ASBA Applicant

Application Amount The value indicated in Application Form and payable by the Applicant

upon submission of the Application, less discounts (if applicable).

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Term Description

Banker(s) to the Issue/

The banks which are clearing members and registered with SEBI as

Banker to the Issue with whom the Public Issue Account(s) may be

opened, and as disclosed in the Draft Prospectus and Application Form

of the Issuer

Basis of Allotment The basis on which the Equity Shares may be Allotted to successful

Applicants under the Issue

Issue Closing Date [●]

Issue Opening Date [●]

Issue Period

The period between the Issue Opening Date and the Issue Closing Date

inclusive of both days and during which prospective Applicants (can

submit their application inclusive of any revisions thereof. The Issuer

may consider closing the Issue Period for QIBs one working day prior

to the Issue Closing Date in accordance with the SEBI ICDR

Regulations, 2009. Applicants may refer to the Prospectus for the Issue

Period

Book Building Process/ Book

Building Method

The book building process as provided under SEBI ICDR Regulations,

2009

Lead Manager(s)/Lead

Manager/ LM

The Lead Manager to the Issue as disclosed in the Draft Prospectus/

Prospectus and the Bid Application Form of the Issuer.

Business Day Monday to Friday (except public holidays)

CAN/Confirmation of

Allotment Note

The note or advice or intimation sent to each successful Applicant

indicating the Equity Shares which may be Allotted, after approval of

Basis of Allotment by the Designated Stock Exchange

Client ID Client Identification Number maintained with one of the Depositories

in relation to demat account

Companies Act The Companies Act, 1956 and The Companies Act, 2013 (to the extant

notified)

DP Depository Participant

DP ID Depository Participant‘s Identification Number

Depositories National Securities Depository Limited and Central Depository

Services (India) Limited

Demographic Details

Details of the Bidders/Applicants including the Bidder/Applicant‘s

address, name of the Applicant‘s father/husband, investor status,

occupation and bank account details

Designated Branches

Such branches of the SCSBs which may collect the Bid cum

Application Forms used by the ASBA Bidders/Applicants applying

through the ASBA and a list of which is available on-

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-

Intermediaries

Designated Date

The date on which the amounts blocked by the SCSBs are transferred

from the ASBA Accounts, as the case may be, to the Public Issue

Account, as appropriate, after the Prospectus is filed with the RoC,

following which the board of directors may Allot Equity Shares to

successful Applicants in the Issue may give delivery instructions for

the transfer of the Equity Shares constituting the Offer for Sale

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Term Description

Designated Stock Exchange The designated stock exchange as disclosed in the Draft

Prospectus/Prospectus of the Issuer

Discount Discount to the Issue Price that may be provided to Bidders/Applicants

in accordance with the SEBI ICDR Regulations, 2009.

Draft Prospectus The draft prospectus filed with the Designated stock exchange in case

of Fixed Price Issues and which may mention a price or a Price Band

Employees

Employees of an Issuer as defined under SEBI ICDR Regulations,

2009 and including, in case of a new company, persons in the

permanent and full time employment of the promoting companies

excluding the promoter and immediate relatives of the promoter. For

further details /Applicant may refer to the Draft Prospectus

Equity Shares Equity shares of the Issuer

FCNR Account Foreign Currency Non-Resident Account

Applicant The Applicant whose name appears first in the Application Form or

Revision Form

FPI(s) Foreign Portfolio Investor

Fixed Price Issue/ Fixed Price

Process/Fixed Price Method

The Fixed Price process as provided under SEBI ICDR Regulations,

2009, in terms of which the Issue is being made

FPO Further public offering

Foreign Venture Capital

Investors or FVCIs

Foreign Venture Capital Investors as defined and registered with SEBI

under the SEBI (Foreign Venture Capital Investors) Regulations, 2000

IPO Initial public offering

Issue Public Issue of Equity Shares of the Issuer including the Offer for Sale

if applicable

Issuer/ Company The Issuer proposing the initial public offering/further public offering

as applicable

Issue Price

The final price, less discount (if applicable) at which the Equity Shares

may be Allotted in terms of the Prospectus. The Issue Price may be

decided by the Issuer in consultation with the Lead Manager(s)

Maximum RII Allottees

The maximum number of RIIs who can be allotted the minimum

Application Lot. This is computed by dividing the total number of

Equity Shares available for Allotment to RIIs by the minimum

Application Lot.

MICR Magnetic Ink Character Recognition - nine-digit code as appearing on

a cheque leaf

Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds)

Regulations, 1996

NECS National Electronic Clearing Service

NEFT National Electronic Fund Transfer

NRE Account Non-Resident External Account

NRI

NRIs from such jurisdictions outside India where it is not unlawful to

make an offer or invitation under the Issue and in relation to whom the

RHP/ Prospectus constitutes an invitation to subscribe to or purchase

the Equity Shares

NRO Account Non-Resident Ordinary Account

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Term Description

Net Issue The Issue less Market Maker Reservation Portion

Non-Institutional Investors or

NIIs

All Applicants, including sub accounts of FPIs registered with SEBI

which are foreign corporate or foreign individuals, that are not QIBs or

RIBs and who have Bid for Equity Shares for an amount of more than

Rs. 2,00,000 (but not including NRIs other than Eligible NRIs)

Non-Institutional Category

The portion of the Issue being such number of Equity Shares available

for allocation to NIIs on a proportionate basis and as disclosed in the

Prospectus and the Application Form

Non-Resident

A person resident outside India, as defined under FEMA and includes

Eligible NRIs, FPIs registered with SEBI and FVCIs registered with

SEBI

OCB/Overseas Corporate

Body

A company, partnership, society or other corporate body owned

directly or indirectly to the extent of at least 60% by NRIs including

overseas trusts, in which not less than 60% of beneficial interest is

irrevocably held by NRIs directly or indirectly and which was in

existence on October 3, 2003 and immediately before such date had

taken benefits under the general permission granted to OCBs under

FEMA

Offer for Sale Public offer of such number of Equity Shares as disclosed in the

RHP/Prospectus through an offer for sale by the Selling Shareholder

Other Investors

Investors other than Retail Individual Investors in a Fixed Price Issue.

These include individual applicants other than retail individual

investors and other investors including corporate bodies or institutions

irrespective of the number of specified securities applied for.

PAN Permanent Account Number allotted under the Income Tax Act, 1961

Prospectus

The prospectus to be filed with the RoC in accordance with Section 60

of the Companies Act 1956 read with section 26 of Companies Act

2013, containing the Issue Price, the size of the Issue and certain other

information

Public Issue Account An account opened with the Banker to the Issue to receive monies

from the ASBA Accounts on the Designated Date

QIB Category Qualified

Institutional Buyers or QIBs

The portion of the Issue being such number of Equity Shares to be

Allotted to QIBs on a proportionate basis As defined under SEBI

ICDR Regulations, 2009

RTGS Real Time Gross Settlement

Refunds through electronic

transfer of funds Refunds through ASBA

Registrar to the Issue/RTI The Registrar to the Issue as disclosed in the Draft Prospectus /

Prospectus and Bid cum Application Form

Reserved Category/

Categories

Categories of persons eligible for making application under reservation

portion

Reservation Portion The portion of the Issue reserved for category of eligible Applicants as

provided under the SEBI ICDR Regulations, 2009

Retail Individual Investors /

RIIs Investors who applies or for a value of not more than Rs. 2,00,000.

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Term Description

Retail Individual Shareholders Shareholders of a listed Issuer who applies for a value of not more than

Rs. 2,00,000.

Retail Category

The portion of the Issue being such number of Equity Shares available

for allocation to RIIs which shall not be less than the minimum bid lot,

subject to availability in RII category and the remaining shares to be

allotted on proportionate basis.

Revision Form

The form used by the Applicant in an issue to modify the quantity of

Equity Shares in an Application Forms or any previous Revision

Form(s)

RoC The Registrar of Companies

SEBI The Securities and Exchange Board of India constituted under the

Securities and Exchange Board of India Act, 1992

SEBI ICDR Regulations,

2009

The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2009


Bank(s) or SCSB(s)

A bank registered with SEBI, which offers the facility of ASBA and a

list of which is available on http:

//www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html

SME IPO Initial public offering as chapter XB of SEBI (ICDR) Regulation

SME Issuer The Company making the Issue under chapter XB of SEBI (ICDR)

Regulation

Stock Exchanges/SE

The stock exchanges as disclosed in the Draft Prospectus/ Prospectus

of the Issuer where the Equity Shares Allotted pursuant to the Issue are

proposed to be listed


Bank(s) or SCSB(s)

A bank registered with SEBI, which offers the facility of ASBA and a

list of which is available on

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html

Specified Locations Refer to definition of Broker Centers

Underwriters The Lead Manager(s)

Underwriting Agreement The agreement dated May 22, 2017 entered into between the

Underwriter and our Company

Working Day

All days other than Sunday or a public holiday on which commercial

banks are open for business, except with reference to announcement of

Issue Period, where working day shall mean all days, excluding

Saturdays, Sundays and public holidays, which are working days for

commercial banks in India

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RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the

Government of India and Foreign Exchange Management Act, 1999 (“FEMA”). While the Industrial

Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made

in different sectors of the Indian economy, FEMA regulates the precise manner in which such

investment may be made. Under the Industrial Policy, unless specifically restricted, foreign

investment is freely permitted in all sectors of Indian economy up to any extent and without any prior

approvals, but the foreign investor is required to follow certain prescribed procedures for making such

investment. The government bodies responsible for granting foreign investment approvals are Foreign

Investment Promotion Board (―FIPB‖) and the Reserve Bank of India (―RBI‖).

The Government of India, from time to time, has made policy pronouncements on Foreign Direct

Investment (“FDI”) through press notes and press releases. The Department of Industrial Policy and

Promotion, Ministry of Commerce and Industry, Government of India (“DIPP”), has issued

consolidated FDI Policy Circular of 2016 (“FDI Policy 2016”), which with effect from June 7, 2016,

consolidates and supersedes all previous press notes, press releases and clarifications on FDI Policy

issued by the DIPP that were in force. Further, DIPP has issued Press note 5, dated June 24, 2016

which introduces few changes in FDI Policy 2016. The Government proposes to update the

consolidated circular on FDI policy once every year and therefore, FDI Policy 2016 will be valid until

the DIPP issues an updated circular.

The Reserve Bank of India (“RBI”) also issues Master Circular on Foreign Investment in India every

year. Presently, FDI in India is being governed by Master Circular on Foreign Investment dated July

01, 2015 as updated from time to time by RBI. In terms of the Master Circular, an Indian company

may issue fresh shares to people resident outside India (who is eligible to make investments in India,

for which eligibility criteria are as prescribed). Such fresh issue of shares shall be subject to inter-alia,

the pricing guidelines prescribed under the Master Circular. The Indian company making such fresh

issue of shares would be subject to the reporting requirements, inter-alia with respect to consideration

for issue of shares and also subject to making certain filings including filing of Form FC-GPR.

Under the current FDI Policy of 2016, foreign direct investment in micro and small enterprises is

subject to sectoral caps, entry routes and other sectoral regulations. At present 100 % foreign direct

investment through automatic route is permitted in the sector in which our Company operates.

Therefore applicable foreign investment up to 100% is permitted in our company under automatic

route.

The transfer of shares between an Indian resident and a non-resident does not require the prior

approval of the FIPB or the RBI, subject to fulfilment of certain conditions as specified by DIPP/RBI,

from time to time. Such conditions include (i) the activities of the investee company are under the

automatic route under the FDI Policy and transfer does not attract the provisions of the Takeover

Regulations; (ii) the non-resident shareholding is within the sectoral limits under the FDI Policy; and

(iii) the pricing is in accordance with the guidelines prescribed by the SEBI/ RBI. As per the existing

policy of the Government of India, OCBs cannot participate in this Issue and in accordance with the

extant FDI guidelines on sectoral caps, pricing guidelines etc. as amended by Reserve bank of India,

from time to time. Investors are advised to confirm their eligibility under the relevant laws before

investing and / or subsequent purchase or sale transaction in the Equity Shares of Our Company.

Investors will not offer, sell, pledge or transfer the Equity Shares of our Company to any person who

is not eligible under applicable laws, rules, regulations, guidelines. Our Company, the Underwriters

and their respective directors, officers, agents, affiliates and representatives, as applicable, accept no

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responsibility or liability for advising any investor on whether such investor is eligible to acquire

Equity Shares of our Company.

Investment conditions/restrictions for overseas entities

Under the current FDI Policy 2016, the maximum amount of Investment (sectoral cap) by foreign

investor in an issuing entity is composite unless it is explicitly provided otherwise including all types

of foreign investments, direct and indirect, regardless of whether it has been made for FDI, FII, FPI,

NRI, FVCI, LLPs, DRs and Investment Vehicles under Schedule 1, 2, 2A, 3, 6, 9, 10 and 11 of FEMA

(Transfer or Issue of Security by Persons Resident outside India) Regulations. Any equity holding by

a person resident outside India resulting from conversion of any debt instrument under any

arrangement shall be reckoned as foreign investment under the composite cap.

Portfolio Investment upto aggregate foreign investment level of 49 % or sectoral/statutory cap,

whichever is lower, will not be subject to either Government approval or compliance of sectoral

conditions, if such investment does not result in transfer of ownership and/or control of Indian entities

from resident Indian citizens to non-resident entities. Other foreign investments will be subject to

conditions of Government approval and compliance of sectoral conditions as per FDI Policy. The total

foreign investment, direct and indirect, in the issuing entity will not exceed the sectoral/statutory cap.

i. Investment by FIIs under Portfolio Investment Scheme (PIS):

With regards to purchase/sale of share/s convertible debentures by a registered FII under PIS

the total holding by each FII/SEBI approved sub-account of FII shall not exceed 10 % of the

total paid-up equity capital or 10% of the paid-up value of each series of convertible

debentures issued by an Indian company and the total holdings of all FIIs/sub-accounts of FIIs

put together shall not exceed 24 % of paid-up equity capital or paid-up value of each series of

convertible debentures. However, this limit of 24 % may be increased up to sectoral

cap/statutory ceiling, as applicable, by the Indian company concerned by passing a resolution

by its Board of Directors followed by passing of a special resolution to that effect by its

general body. For arriving at the ceiling on holdings of FIIs, shares/ convertible debentures

acquired both through primary as well as secondary market will be included. However, the

ceiling will not include investment made by FII through off-shore Funds, Global Depository

receipts and Euro-Convertible Bonds. With regard to convertible debentures, these

investments permitted to be made shall not exceed 5 % of the total paid-up equity capital or

5% of the paid-up value of each series of convertible debentures issued by an Indian

Company, and shall also not exceed the over-all ceiling limit of 24 % of paid-up equity capital

or paid up value of each series of convertible debentures.

ii. Investment by Registered Foreign Portfolio Investor (RFPI) under Foreign Portfolio

Investment (FPI) Scheme

With respect to purchase/sale of shares or convertible debentures or warrants, a RFPI

registered in accordance with SEBI (FPI) Regulations, 2014 as amended in regular intervals

may purchase shares or convertible debentures or warrants of an Indian company under FPI

scheme. The total holding by each RFPI shall be below 10 % of the total paid-up equity

capital or 10 % of the paid-up value of each series of convertible debentures issued by an

Indian company and the total holdings of all RFPI put together shall not exceed 24 % of paid-

up equity capital or paid up value of each series of convertible debentures. The said limit of

24 % will be called aggregate limit. However, the aggregate limit of 24 % may be increased

up to the sectoral cap/statutory ceiling, as applicable, by the Indian company concerned by

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passing a resolution by its Board of Directors followed by passing of a special resolution to

that effect by its General Body. For arriving at the ceiling on holdings of RFPI, shares or

convertible debentures or warrants acquired both through primary as well as secondary market

will be included. However, the ceiling will exclude investment made by RFPI through of off-

shore Funds, Global Depository Receipts and Euro-Convertible Bonds but include holding of

RFPI and deemed RFPI in the investee company for computation of 24 % or enhanced limit.

iii. Investment by NRI on repatriation and non-repatriation basis under PIS:

With respect to purchase/sale of shares and/or convertible debentures by a NRI on a stock

exchange in India on repatriation and/or non-repatriation basis under PIS is allowed subject to

certain conditions under Schedule 3 of the FEMA (Transfer or Issue of security by a person

resident outside India) Regulations, 2000. Further, with regard to limits:

- the paid-up value of shares of an Indian company, purchased by each NRI both on

repatriation and on non-repatriation basis, does not exceed 5 % of the paid-up value of

shares issued by the company concerned;

- the paid-up value of each series of convertible debentures purchased by each NRI both on

repatriation and non-repatriation basis does not exceed 5 % of the paid-up value of each

series of convertible debentures issued by the company concerned;

- the aggregate paid-up value of shares of any company purchased by all NRIs does not

exceed 10 % of the paid up capital of the company and in the case of purchase of

convertible debentures

- the aggregate paid-up value of each series of debentures purchased by all NRIs does not

exceed 10 % of the paid-up value of each series of convertible debentures;

However, the aggregate ceiling of 10 % may be raised to 24 % if a special resolution to

that effect is passed by the General Body of the Indian company concerned.

iv. Investment by NRI on Non-repatriation basis

As per current FDI Policy 2016, schedule 4 of FEMA (Transfer or Issue of Security by

Persons Resident outside India) Regulations – Purchase and sale of shares and convertible

debentures or warrants by a NRI on Non-repatriation basis – will be deemed to be

domestic investment at par with the investment made by residents. This is further subject

to remittance channel restrictions.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of

1933, as amended (“US Securities Act”) or any other state securities laws in the United States of

America and may not be sold or offered within the United States of America, or to, or for the

account or benefit of “US Persons” as defined in Regulation S of the U.S. Securities Act), except

pursuant to exemption from, or in a transaction not subject to, the registration requirements of

US Securities Act and applicable state securities laws.

Accordingly, the equity shares are being offered and sold only outside the United States of

America in an offshore transaction in reliance upon Regulation S under the US Securities Act

and the applicable laws of the jurisdiction where those offers and sale occur.

Further, no offer to the public (as defined under Directive 20003/71/EC, together with any

amendments) and implementing measures thereto, (the “Prospectus Directive”) has been or will

be made in respect of the Issue in any member State of the European Economic Area which has

implemented the Prospectus Directive except for any such offer made under exemptions

available under the Prospectus Directive, provided that no such offer shall result in a

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requirement to publish or supplement a prospectus pursuant to the Prospectus Directive, in

respect of the Issue.

Any forwarding, distribution or reproduction of this document in whole or in part may be

unauthorised. Failure to comply with this directive may result in a violation of the Securities Act

or the applicable laws of other jurisdictions. Any investment decision should be made on the

basis of the final terms and conditions and the information contained in this Draft Prospectus.


jurisdiction outside India and may not be offered or sold, and Application may not be made by persons

in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Applicants. Our Company and the Lead Manager

are not liable for any amendments or modification or changes in applicable laws or regulations, which

may occur after the date of this Draft Prospectus. Applicants are advised to make their independent

investigations and ensure that the Applications are not in violation of laws or regulations applicable to

them and do not exceed the applicable limits under the laws and regulations.

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SECTION VIII – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION

OF


Sr. No Particulars

1. No regulation contained in Table ―F‖ in the First Schedule

to Companies Act, 2013 shall apply to this Company but

the regulations for the Management of the Company and for

the observance of the Members thereof and their

representatives shall be as set out in the relevant provisions

of the Companies Act, 2013 and subject to any exercise of

the statutory powers of the Company with reference to the

repeal or alteration of or addition to its regulations by

Special Resolution as prescribed by the said Companies

Act, 2013 be such as are contained in these Articles unless

the same are repugnant or contrary to the provisions of the

Companies Act, 2013 or any amendment thereto.

Table F Applicable.

Interpretation Clause

2. In the interpretation of these Articles the following

expressions shall have the following meanings unless

repugnant to the subject or context:

(a) "The Act" means the Companies Act, 2013 and

includes any statutory modification or re-enactment

thereof for the time being in force.

Act

(b) ―These Articles" means Articles of Association for the

time being in force or as may be altered from time to

time vide Special Resolution.

Articles

(c) ―Auditors" means and includes those persons

appointed as such for the time being of the Company. Auditors

(d) "Capital" means the share capital for the time being

raised or authorized to be raised for the purpose of the

Company.

Capital

(e) *―The Company‖ shall mean FARMICO COLD

STORAGE LIMITED FARMICO COLD

STORAGE LIMITED

(f) ―Executor‖ or ―Administrator‖ means a person who

has obtained a probate or letter of administration, as

the case may be from a Court of competent

jurisdiction and shall include a holder of a Succession

Certificate authorizing the holder thereof to negotiate

or transfer the Share or Shares of the deceased

Member and shall also include the holder of a

Certificate granted by the Administrator General

under section 31 of the Administrator General Act,

1963.

Executor

or Administrator

(g) "Legal Representative" means a person who in law

represents the estate of a deceased Member. Legal Representative

(h) Words importing the masculine gender also include

the feminine gender. Gender

(i) "In Writing" and ―Written" includes printing

lithography and other modes of representing or In Writing and Written

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Sr. No Particulars

reproducing words in a visible form.

(j) The marginal notes hereto shall not affect the

construction thereof. Marginal notes

(k) ―Meeting‖ or ―General Meeting‖ means a meeting of

members. Meeting or General Meeting

(l) "Month" means a calendar month. Month

(m) "Annual General Meeting" means a General Meeting

of the Members held in accordance with the provision

of section 96 of the Act.

Annual General Meeting

(n) "Extra-Ordinary General Meeting" means an

Extraordinary General Meeting of the Members duly

called and constituted and any adjourned holding

thereof.

Extra-Ordinary General

Meeting

(o) ―National Holiday‖ means and includes a day

declared as National Holiday by the Central

Government.

National Holiday

(p) ―Non-retiring Directors‖ means a director not subject

to retirement by rotation. Non-retiring Directors

(q) "Office‖ means the registered Office for the time

being of the Company. Office

(r) ―Ordinary Resolution‖ and ―Special Resolution‖ shall

have the meanings assigned thereto by Section 114 of

the Act.

Ordinary and Special

Resolution

(s) ―Person" shall be deemed to include corporations and

firms as well as individuals. Person

(t) ―Proxy‖ means an instrument whereby any person is

authorized to vote for a member at General Meeting

or Poll and includes attorney duly constituted under

the power of attorney.

Proxy

(u) ―The Register of Members‖ means the Register of

Members to be kept pursuant to Section 88(1) (a) of

the Act.

Register of Members

(v) "Seal" means the common seal for the time being of

the Company. Seal

(w) "Special Resolution" shall have the meanings assigned

to it by Section 114of the Act Special Resolution

(x) Words importing the Singular number include where

the context admits or requires the plural number and

vice versa.

Singular number

(y) ―The Statutes‖ means the Companies Act, 2013and

every other Act for the time being in force affecting

the Company.

Statutes

(z) ―These presents‖ means the Memorandum of

Association and the Articles of Association as

originally framed or as altered from time to time.

These presents

(aa) ―Variation‖ shall include abrogation; and ―vary‖ shall

include abrogate. Variation

(bb) ―Year‖ means the calendar year and ―Financial Year‖

shall have the meaning assigned thereto by Section

2(41) of the Act.

Year and Financial Year

Save as aforesaid any words and expressions contained in Expressions in the Act to

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Sr. No Particulars

these Articles shall bear the same meanings as in the Act or

any statutory modifications thereof for the time being in

force.

bear the same meaning in

Articles

CAPITAL

3. (a) The Authorized Share Capital of the Company shall be

such amount as may be mentioned in Clause V of

Memorandum of Association of the Company from

time to time.

(b) The minimum paid up Share capital of the Company

shall be Rs.5,00,000/- or such other higher sum as may

be

Authorized Capital.

4. The Company may in General Meeting from time to time

by Ordinary Resolution increase its capital by creation of

new Shares which may be unclassified and may be

classified at the time of issue in one or more classes and of

such amount or amounts as may be deemed expedient. The

new Shares shall be issued upon such terms and conditions

and with such rights and privileges annexed thereto as the

resolution shall prescribe and in particular, such Shares may

be issued with a preferential or qualified right to dividends

and in the distribution of assets of the Company and with a

right of voting at General Meeting of the Company in

conformity with Section 47 of the Act. Whenever the

capital of the Company has been increased under the

provisions of this Article the Directors shall comply with

the provisions of Section 64of the Act.

Increase of capital by the

Company how carried into

effect

5. Except so far as otherwise provided by the conditions of

issue or by these Presents, any capital raised by the creation

of new Shares shall be considered as part of the existing

capital, and shall be subject to the provisions herein

contained, with reference to the payment of calls and

installments, forfeiture, lien, surrender, transfer and

transmission, voting and otherwise.

New Capital same as

existing capital

6. The Board shall have the power to issue a part of authorized

capital by way of non-voting Shares at price(s) premia,

dividends, eligibility, volume, quantum, proportion and

other terms and conditions as they deem fit, subject

however to provisions of law, rules, regulations,

notifications and enforceable guidelines for the time being

in force.

Non Voting Shares

7. Subject to the provisions of the Act and these Articles, the

Board of Directors may issue redeemable preference shares

to such persons, on such terms and conditions and at such

times as Directors think fit either at premium or at par, and

with full power to give any person the option to call for or

Redeemable Preference

Shares

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Sr. No Particulars

be allotted shares of the company either at premium or at

par, such option being exercisable at such times and for

such consideration as the Board thinks fit.

8. The holder of Preference Shares shall have a right to vote

only on Resolutions, which directly affect the rights

attached to his Preference Shares.

Voting rights of preference

shares

9. On the issue of redeemable preference shares under the

provisions of Article 7 hereof , the following provisions-

shall take effect:

(a) No such Shares shall be redeemed except out of profits

of which would otherwise be available for dividend or

out of proceeds of a fresh issue of shares made for the

purpose of the redemption;

(b) No such Shares shall be redeemed unless they are

fully paid;

(c) Subject to section 55(2)(d)(i) the premium, if any

payable on redemption shall have been provided for

out of the profits of the Company or out of the

Company's security premium account, before the

Shares are redeemed;

(d) Where any such Shares are redeemed otherwise then

out of the proceeds of a fresh issue, there shall out of

profits which would otherwise have been available for

dividend, be transferred to a reserve fund, to be called

"the Capital Redemption Reserve Account", a sum

equal to the nominal amount of the Shares redeemed,

and the provisions of the Act relating to the reduction

of the share capital of the Company shall, except as

provided in Section 55of the Act apply as if the

Capital Redemption Reserve Account were paid-up

share capital of the Company; and

(e) Subject to the provisions of Section 55 of the Act, the

redemption of preference shares hereunder may be

effected in accordance with the terms and conditions

of their issue and in the absence of any specific terms

and conditions in that behalf, in such manner as the

Directors may think fit. The reduction of Preference

Shares under the provisions by the Company shall not

be taken as reducing the amount of its Authorized

Share Capital

Provisions to apply on issue

of Redeemable Preference

Shares

10. The Company may (subject to the provisions of sections 52,

55, 56, both inclusive, and other applicable provisions, if

any, of the Act) from time to time by Special Resolution

reduce

(a) the share capital;

Reduction of capital

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(b) any capital redemption reserve account; or

(c) any security premium account

In any manner for the time being, authorized by law and in

particular capital may be paid off on the footing that it may

be called up again or otherwise. This Article is not to

derogate from any power the Company would have, if it

were omitted.

11. Any debentures, debenture-stock or other securities may be

issued at a discount, premium or otherwise and may be

issued on condition that they shall be convertible into

shares of any denomination and with any privileges and

conditions as to redemption, surrender, drawing, allotment

of shares, attending (but not voting) at the General Meeting,

appointment of Directors and otherwise. Debentures with

the right to conversion into or allotment of shares shall be

issued only with the consent of the Company in the General

Meeting by a Special Resolution.

Debentures

12. The Company may exercise the powers of issuing sweat

equity shares conferred by Section 54 of the Act of a class

of shares already issued subject to such conditions as may

be specified in that sections and rules framed thereunder.

Issue of Sweat Equity

Shares

13. The Company may issue shares to Employees including its

Directors other than independent directors and such other

persons as the rules may allow, under Employee Stock

Option Scheme (ESOP) or any other scheme, if authorized

by a Special Resolution of the Company in general meeting

subject to the provisions of the Act, the Rules and

applicable guidelines made there under, by whatever name

called.

ESOP

14. Notwithstanding anything contained in these articles but

subject to the provisions of sections 68 to 70 and any other

applicable provision of the Act or any other law for the time

being in force, the company may purchase its own shares or

other specified securities.

Buy Back of shares

15. Subject to the provisions of Section 61 of the Act, the

Company in general meeting may, from time to time, sub-

divide or consolidate all or any of the share capital into

shares of larger amount than its existing share or sub-divide

its shares, or any of them into shares of smaller amount

than is fixed by the Memorandum; subject nevertheless, to

the provisions of clause (d) of sub-section (1) of Section 61;

Subject as aforesaid the Company in general meeting may

also cancel shares which have not been taken or agreed to

be taken by any person and diminish the amount of its share

capital by the amount of the shares so cancelled.

Consolidation, Sub-Division

And Cancellation

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16. Subject to compliance with applicable provision of the Act

and rules framed thereunder the company shall have power

to issue depository receipts in any foreign country.

Issue of Depository Receipts

17. Subject to compliance with applicable provision of the Act

and rules framed thereunder the company shall have power

to issue any kind of securities as permitted to be issued

under the Act and rules framed thereunder.

Issue of Securities

MODIFICATION OF CLASS RIGHTS

18. (a) If at any time the share capital, by reason of the issue of

Preference Shares or otherwise is divided into different

classes of shares, all or any of the rights privileges attached

to any class (unless otherwise provided by the terms of

issue of the shares of the class) may, subject to the

provisions of Section 48 of the Act and whether or not the

Company is being wound-up, be varied, modified or dealt,

with the consent in writing of the holders of not less than

three-fourths of the issued shares of that class or with the

sanction of a Special Resolution passed at a separate

general meeting of the holders of the shares of that class.

The provisions of these Articles relating to general

meetings shall mutatis mutandis apply to every such

separate class of meeting.

Provided that if variation by one class of shareholders

affects the rights of any other class of shareholders, the

consent of three-fourths of such other class of shareholders

shall also be obtained and the provisions of this section

shall apply to such variation.

Modification of rights

(b) The rights conferred upon the holders of the Shares

including Preference Share, if any) of any class issued with

preferred or other rights or privileges shall, unless

otherwise expressly provided by the terms of the issue of

shares of that class, be deemed not to be modified,

commuted, affected, abrogated, dealt with or varied by the

creation or issue of further shares ranking pari passu

therewith.

New Issue of Shares not to

affect rights attached to

existing shares of that class.

19. Subject to the provisions of Section 62 of the Act and these

Articles, the shares in the capital of the company for the

time being shall be under the control of the Directors who

may issue, allot or otherwise dispose of the same or any of

them to such persons, in such proportion and on such terms

and conditions and either at a premium or at par and at such

time as they may from time to time think fit and with the

sanction of the company in the General Meeting to give to

any person or persons the option or right to call for any

shares either at par or premium during such time and for

Shares at the disposal of the

Directors.

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such consideration as the Directors think fit, and may issue

and allot shares in the capital of the company on payment in

full or part of any property sold and transferred or for any

services rendered to the company in the conduct of its

business and any shares which may so be allotted may be

issued as fully paid up shares and if so issued, shall be

deemed to be fully paid shares.

20. The Company may issue shares or other securities in any

manner whatsoever including by way of a preferential offer,

to any persons whether or not those persons include the

persons referred to in clause (a) or clause (b) of sub-section

(1) of section 62 subject to compliance with section 42 and

62 of the Act and rules framed thereunder.

Power to issue shares on

preferential basis.

21. The shares in the capital shall be numbered progressively

according to their several denominations, and except in the

manner hereinbefore mentioned no share shall be sub-

divided. Every forfeited or surrendered share shall continue

to bear the number by which the same was originally

distinguished.

Shares should be Numbered

progressively and no share

to be subdivided.

22. An application signed by or on behalf of an applicant for

shares in the Company, followed by an allotment of any

shares therein, shall be an acceptance of shares within the

meaning of these Articles, and every person who thus or

otherwise accepts any shares and whose name is on the

Register shall for the purposes of these Articles, be a

Member.

Acceptance of Shares.


Directors may allot and issue shares in the Capital of the

Company as payment or part payment for any property

(including goodwill of any business) sold or transferred,

goods or machinery supplied or for services rendered to the

Company either in or about the formation or promotion of

the Company or the conduct of its business and any shares

which may be so allotted may be issued as fully paid-up or

partly paid-up otherwise than in cash, and if so issued, shall

be deemed to be fully paid-up or partly paid-up shares as

aforesaid.

Directors may allot shares

as full paid-up

24. The money (if any) which the Board shall on the allotment

of any shares being made by them, require or direct to be

paid by way of deposit, call or otherwise, in respect of any

shares allotted by them shall become a debt due to and

recoverable by the Company from the allottee thereof, and

shall be paid by him, accordingly.

Deposit and call etc.to be a

debt payable immediately.

25. Every Member, or his heirs, executors, administrators, or

legal representatives, shall pay to the Company the portion

Liability of Members.

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of the Capital represented by his share or shares which may,

for the time being, remain unpaid thereon, in such amounts

at such time or times, and in such manner as the Board

shall, from time to time in accordance with the Company‘s

regulations, require on date fixed for the payment thereof.

26. Shares may be registered in the name of any limited

company or other corporate body but not in the name of a

firm, an insolvent person or a person of unsound mind.

Registration of Shares.

RETURN ON ALLOTMENTS TO BE MADE OR

RESTRICTIONS ON ALLOTMENT

27. The Board shall observe the restrictions as regards

allotment of shares to the public, and as regards return on

allotments contained in Section 39 of the Act

CERTIFICATES

28. (a) Every member shall be entitled, without payment, to

one or more certificates in marketable lots, for all the

shares of each class or denomination registered in his

name, or if the Directors so approve (upon paying

such fee as provided in the relevant laws) to several

certificates, each for one or more of such shares and

the company shall complete and have ready for

delivery such certificates within two months from the

date of allotment, unless the conditions of issue

thereof otherwise provide, or within one month of the

receipt of application for registration of transfer,

transmission, sub-division, consolidation or renewal

of any of its shares as the case may be. Every

certificate of shares shall be under the seal of the

company and shall specify the number and distinctive

numbers of shares in respect of which it is issued and

amount paid-up thereon and shall be in such form as

the directors may prescribe or approve, provided that

in respect of a share or shares held jointly by several

persons, the company shall not be bound to issue more

than one certificate and delivery of a certificate of

shares to one of several joint holders shall be

sufficient delivery to all such holder. Such certificate

shall be issued only in pursuance of a resolution

passed by the Board and on surrender to the Company

of its letter of allotment or its fractional coupons of

requisite value, save in cases of issues against letter of

acceptance or of renunciation or in cases of issue of

bonus shares. Every such certificate shall be issued

under the seal of the Company, which shall be affixed

in the presence of two Directors or persons acting on

Share Certificates.

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behalf of the Directors under a duly registered power

of attorney and the Secretary or some other person

appointed by the Board for the purpose and two

Directors or their attorneys and the Secretary or other

person shall sign the share certificate, provided that if

the composition of the Board permits of it, at least one

of the aforesaid two Directors shall be a person other

than a Managing or whole-time Director. Particulars

of every share certificate issued shall be entered in the

Register of Members against the name of the person,

to whom it has been issued, indicating the date of

issue.

(b) Any two or more joint allottees of shares shall, for the

purpose of this Article, be treated as a single member,

and the certificate of any shares which may be the

subject of joint ownership, may be delivered to

anyone of such joint owners on behalf of all of them.

For any further certificate the Board shall be entitled,

but shall not be bound, to prescribe a charge not

exceeding Rupees Fifty. The Company shall comply

with the provisions of Section 39 of the Act.

(c) A Director may sign a share certificate by affixing his

signature thereon by means of any machine,

equipment or other mechanical means, such as

engraving in metal or lithography, but not by means of

a rubber stamp provided that the Director shall be

responsible for the safe custody of such machine,

equipment or other material used for the purpose.

29. If any certificate be worn out, defaced, mutilated or torn or

if there be no further space on the back thereof for

endorsement of transfer, then upon production and

surrender thereof to the Company, a new Certificate may be

issued in lieu thereof, and if any certificate lost or destroyed

then upon proof thereof to the satisfaction of the company

and on execution of such indemnity as the company deem

adequate, being given, a new Certificate in lieu thereof shall

be given to the party entitled to such lost or destroyed

Certificate. Every Certificate under the Article shall be

issued without payment of fees if the Directors so decide, or

on payment of such fees (not exceeding Rs.50/- for each

certificate) as the Directors shall prescribe. Provided that no

fee shall be charged for issue of new certificates in

replacement of those which are old, defaced or worn out or

where there is no further space on the back thereof for

endorsement of transfer.

Issue of new certificates in

place of those defaced, lost

or destroyed.

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Provided that notwithstanding what is stated above the

Directors shall comply with such Rules or Regulation or

requirements of any Stock Exchange or the Rules made

under the Act or the rules made under Securities Contracts

(Regulation) Act, 1956, or any other Act, or rules

applicable in this behalf.

The provisions of this Article shall mutatis mutandis apply

to debentures of the Company.

30. (a) If any share stands in the names of two or more persons,

the person first named in the Register shall as regard

receipts of dividends or bonus or service of notices and all

or any other matter connected with the Company except

voting at meetings, and the transfer of the shares, be

deemed sole holder thereof but the joint-holders of a share

shall be severally as well as jointly liable for the payment of

all calls and other payments due in respect of such share

and for all incidentals thereof according to the Company‘s

regulations.

The first named joint holder

deemed Sole holder.

(b) The Company shall not be bound to register more than

three persons as the joint holders of any share.

Maximum number of joint

holders.

31. Except as ordered by a Court of competent jurisdiction or

as by law required, the Company shall not be bound to

recognise any equitable, contingent, future or partial

interest in any share, or (except only as is by these Articles

otherwise expressly provided) any right in respect of a

share other than an absolute right thereto, in accordance

with these Articles, in the person from time to time

registered as the holder thereof but the Board shall be at

liberty at its sole discretion to register any share in the joint

names of any two or more persons or the survivor or

survivors of them.

Company not bound to

recognize any interest in

share other than that of

registered holders.

32. If by the conditions of allotment of any share the whole or

part of the amount or issue price thereof shall be payable by

installment, every such installment shall when due be paid

to the Company by the person who for the time being and

from time to time shall be the registered holder of the share

or his legal representative.

Installment on shares to be

duly paid.

UNDERWRITING AND BROKERAGE

33. Subject to the provisions of Section 40 (6) of the Act, the

Company may at any time pay a commission to any person

in consideration of his subscribing or agreeing, to subscribe

(whether absolutely or conditionally) for any shares or

debentures in the Company, or procuring, or agreeing to

procure subscriptions (whether absolutely or conditionally)

for any shares or debentures in the Company but so that the

Commission

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commission shall not exceed the maximum rates laid down

by the Act and the rules made in that regard. Such

commission may be satisfied by payment of cash or by

allotment of fully or partly paid shares or partly in one way

and partly in the other.

34. The Company may pay on any issue of shares and

debentures such brokerage as may be reasonable and

lawful.

Brokerage

CALLS

35. (1) The Board may, from time to time, subject to the terms

on which any shares may have been issued and subject

to the conditions of allotment, by a resolution passed at

a meeting of the Board and not by a circular resolution,

make such calls as it thinks fit, upon the Members in

respect of all the moneys unpaid on the shares held by

them respectively and each Member shall pay the

amount of every call so made on him to the persons and

at the time and places appointed by the Board.

(2) A call may be revoked or postponed at the discretion of

the Board.

(3) A call may be made payable by installments.

Directors may make calls

36. Fifteen days‘ notice in writing of any call shall be given by

the Company specifying the time and place of payment, and

the person or persons to whom such call shall be paid.

Notice of Calls

37. A call shall be deemed to have been made at the time when

the resolution of the Board of Directors authorising such

call was passed and may be made payable by the members

whose names appear on the Register of Members on such

date or at the discretion of the Directors on such subsequent

date as may be fixed by Directors.

Calls to date from

resolution.

38. Whenever any calls for further share capital are made on

shares, such calls shall be made on uniform basis on all

shares falling under the same class. For the purposes of this

Article shares of the same nominal value of which different

amounts have been paid up shall not be deemed to fall

under the same class.

Calls on uniform basis.

39. The Board may, from time to time, at its discretion, extend

the time fixed for the payment of any call and may extend

such time as to all or any of the members who on account

of the residence at a distance or other cause, which the

Board may deem fairly entitled to such extension, but no

member shall be entitled to such extension save as a matter

of grace and favour.

Directors may extend time.

40. If any Member fails to pay any call due from him on the

day appointed for payment thereof, or any such extension

Calls to carry interest.

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thereof as aforesaid, he shall be liable to pay interest on the

same from the day appointed for the payment thereof to the

time of actual payment at such rate as shall from time to

time be fixed by the Board not exceeding 21% per annum

but nothing in this Article shall render it obligatory for the

Board to demand or recover any interest from any such

member.

41. If by the terms of issue of any share or otherwise any

amount is made payable at any fixed time or by

installments at fixed time (whether on account of the

amount of the share or by way of premium) every such

amount or installment shall be payable as if it were a call

duly made by the Directors and of which due notice has

been given and all the provisions herein contained in

respect of calls shall apply to such amount or installment

accordingly.

Sums deemed to be calls.

42. On the trial or hearing of any action or suit brought by the

Company against any Member or his representatives for the

recovery of any money claimed to be due to the Company

in respect of his shares, if shall be sufficient to prove that

the name of the Member in respect of whose shares the

money is sought to be recovered, appears entered on the

Register of Members as the holder, at or subsequent to the

date at which the money is sought to be recovered is alleged

to have become due on the share in respect of which such

money is sought to be recovered in the Minute Books: and

that notice of such call was duly given to the Member or his

representatives used in pursuance of these Articles: and that

it shall not be necessary to prove the appointment of the

Directors who made such call, nor that a quorum of

Directors was present at the Board at which any call was

made was duly convened or constituted nor any other

matters whatsoever, but the proof of the matters aforesaid

shall be conclusive evidence of the debt.

Proof on trial of suit for

money due on shares.

43. Neither a judgment nor a decree in favour of the Company

for calls or other moneys due in respect of any shares nor

any part payment or satisfaction thereunder nor the receipt

by the Company of a portion of any money which shall

from time to time be due from any Member of the

Company in respect of his shares, either by way of principal

or interest, nor any indulgence granted by the Company in

respect of the payment of any such money, shall preclude

the Company from thereafter proceeding to enforce

forfeiture of such shares as hereinafter provided.

Judgment, decree, partial

payment motto proceed for

forfeiture.

44. (a) The Board may, if it thinks fit, receive from any

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Member willing to advance the same, all or any part of the

amounts of his respective shares beyond the sums, actually

called up and upon the moneys so paid in advance, or upon

so much thereof, from time to time, and at any time

thereafter as exceeds the amount of the calls then made

upon and due in respect of the shares on account of which

such advances are made the Board may pay or allow

interest, at such rate as the member paying the sum in

advance and the Board agree upon. The Board may agree

to repay at any time any amount so advanced or may at any

time repay the same upon giving to the Member three

months‘ notice in writing: provided that moneys paid in

advance of calls on shares may carry interest but shall not

confer a right to dividend or to participate in profits.

(b) No Member paying any such sum in advance shall be

entitled to voting rights in respect of the moneys so paid by

him until the same would but for such payment become

presently payable. The provisions of this Article shall

mutatis mutandis apply to calls on debentures issued by the

Company.

LIEN

45. The Company shall have a first and paramount lien upon all

the shares/debentures (other than fully paid-up

shares/debentures) registered in the name of each member

(whether solely or jointly with others) and upon the

proceeds of sale thereof for all moneys (whether presently

payable or not) called or payable at a fixed time in respect

of such shares/debentures and no equitable interest in any

share shall be created except upon the footing and condition

that this Article will have full effect. And such lien shall

extend to all dividends and bonuses from time to time

declared in respect of such shares/debentures. Unless

otherwise agreed the registration of a transfer of

shares/debentures shall operate as a waiver of the

Company‘s lien if any, on such shares/debentures. The

Directors may at any time declare any shares/debentures

wholly or in part to be exempt from the provisions of this

clause.

Company to have Lien on

shares.

46. For the purpose of enforcing such lien the Directors may

sell the shares subject thereto in such manner as they shall

think fit, but no sale shall be made until such period as

aforesaid shall have arrived and until notice in writing of

the intention to sell shall have been served on such member

or the person (if any) entitled by transmission to the shares

and default shall have been made by him in payment,

As to enforcing lien by sale.

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fulfillment of discharge of such debts, liabilities or

engagements for seven days after such notice. To give

effect to any such sale the Board may authorise some

person to transfer the shares sold to the purchaser thereof

and purchaser shall be registered as the holder of the shares

comprised in any such transfer. Upon any such sale as the

Certificates in respect of the shares sold shall stand

cancelled and become null and void and of no effect, and

the Directors shall be entitled to issue a new Certificate or

Certificates in lieu thereof to the purchaser or purchasers

concerned.

47. The net proceeds of any such sale shall be received by the

Company and applied in or towards payment of such part of

the amount in respect of which the lien exists as is presently

payable and the residue, if any, shall (subject to lien for

sums not presently payable as existed upon the shares

before the sale) be paid to the person entitled to the shares

at the date of the sale.

Application of proceeds of

sale.

FORFEITURE AND SURRENDER OF SHARES

48. If any Member fails to pay the whole or any part of any call

or installment or any moneys due in respect of any shares

either by way of principal or interest on or before the day

appointed for the payment of the same, the Directors may,

at any time thereafter, during such time as the call or

installment or any part thereof or other moneys as aforesaid

remains unpaid or a judgment or decree in respect thereof

remains unsatisfied in whole or in part, serve a notice on

such Member or on the person (if any) entitled to the shares

by transmission, requiring him to pay such call or

installment of such part thereof or other moneys as remain

unpaid together with any interest that may have accrued and

all reasonable expenses (legal or otherwise) that may have

been accrued by the Company by reason of such non-

payment. Provided that no such shares shall be forfeited if

any moneys shall remain unpaid in respect of any call or

installment or any part thereof as aforesaid by reason of the

delay occasioned in payment due to the necessity of

complying with the provisions contained in the relevant

exchange control laws or other applicable laws of India, for

the time being in force.

If call or installment not

paid, notice maybe given.

49. The notice shall name a day (not being less than fourteen

days from the date of notice) and a place or places on and at

which such call or installment and such interest thereon as

the Directors shall determine from the day on which such

Terms of notice.

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call or installment ought to have been paid and expenses as

aforesaid are to be paid.

The notice shall also state that, in the event of the non-

payment at or before the time and at the place or places

appointed, the shares in respect of which the call was made

or installment is payable will be liable to be forfeited.

50. If the requirements of any such notice as aforesaid shall not

be complied with, every or any share in respect of which

such notice has been given, may at any time thereafter but

before payment of all calls or installments, interest and

expenses, due in respect thereof, be forfeited by resolution

of the Board to that effect. Such forfeiture shall include all

dividends declared or any other moneys payable in respect

of the forfeited share and not actually paid before the

forfeiture.

On default of payment,

shares to be forfeited.

51. When any shares have been forfeited, notice of the

forfeiture shall be given to the member in whose name it

stood immediately prior to the forfeiture, and an entry of

the forfeiture, with the date thereof shall forthwith be made

in the Register of Members.

Notice of forfeiture to a

Member

52. Any shares so forfeited, shall be deemed to be the property

of the Company and may be sold, re-allotted, or otherwise

disposed of, either to the original holder thereof or to any

other person, upon such terms and in such manner as the

Board in their absolute discretion shall think fit.

Forfeited shares to be

property of the Company

and may be sold etc.

53. Any Member whose shares have been forfeited shall

notwithstanding the forfeiture, be liable to pay and shall

forthwith pay to the Company, on demand all calls,

installments, interest and expenses owing upon or in respect

of such shares at the time of the forfeiture, together with

interest thereon from the time of the forfeiture until

payment, at such rate as the Board may determine and the

Board may enforce the payment of the whole or a portion

thereof as if it were a new call made at the date of the

forfeiture, but shall not be under any obligation to do so.

Members still liable to pay

money owing at time of

forfeiture and interest.

54. The forfeiture shares shall involve extinction at the time of

the forfeiture, of all interest in all claims and demand

against the Company, in respect of the share and all other

rights incidental to the share, except only such of those

rights as by these Articles are expressly saved.

Effect of forfeiture.

55. A declaration in writing that the declarant is a Director or

Secretary of the Company and that shares in the Company

have been duly forfeited in accordance with these articles

on a date stated in the declaration, shall be conclusive

evidence of the facts therein stated as against all persons

Evidence of Forfeiture.

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claiming to be entitled to the shares.

56. The Company may receive the consideration, if any, given

for the share on any sale, re-allotment or other disposition

thereof and the person to whom such share is sold, re-

allotted or disposed of may be registered as the holder of

the share and he shall not be bound to see to the application

of the consideration: if any, nor shall his title to the share be

affected by any irregularly or invalidity in the proceedings

in reference to the forfeiture, sale, re-allotment or other

disposal of the shares.

Title of purchaser and

allottee of Forfeited shares.

57. Upon any sale, re-allotment or other disposal under the

provisions of the preceding Article, the certificate or

certificates originally issued in respect of the relative shares

shall (unless the same shall on demand by the Company

have been previously surrendered to it by the defaulting

member) stand cancelled and become null and void and of

no effect, and the Directors shall be entitled to issue a

duplicate certificate or certificates in respect of the said

shares to the person or persons entitled thereto.

Cancellation of share

certificate in respect of

forfeited shares.

58. In the meantime and until any share so forfeited shall be

sold, re-allotted, or otherwise dealt with as aforesaid, the

forfeiture thereof may, at the discretion and by a resolution

of the Directors, be remitted as a matter of grace and

favour, and not as was owing thereon to the Company at the

time of forfeiture being declared with interest for the same

unto the time of the actual payment thereof if the Directors

shall think fit to receive the same, or on any other terms

which the Director may deem reasonable.

Forfeiture may be remitted.

59. Upon any sale after forfeiture or for enforcing a lien in

purported exercise of the powers hereinbefore given, the

Board may appoint some person to execute an instrument of

transfer of the Shares sold and cause the purchaser's name

to be entered in the Register of Members in respect of the

Shares sold, and the purchasers shall not be bound to see to

the regularity of the proceedings or to the application of the

purchase money, and after his name has been entered in the

Register of Members in respect of such Shares, the validity

of the sale shall not be impeached by any person and the

remedy of any person aggrieved by the sale shall be in

damages only and against the Company exclusively.

Validity of sale

60. The Directors may, subject to the provisions of the Act,

accept a surrender of any share from or by any Member

desirous of surrendering on such terms the Directors may

think fit.

Surrender of shares.

TRANSFER AND TRANSMISSION OF SHARES

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61. (a) The instrument of transfer of any share in or debenture

of the Company shall be executed by or on behalf of

both the transferor and transferee.

(b) The transferor shall be deemed to remain a holder of

the share or debenture until the name of the transferee

is entered in the Register of Members or Register of

Debenture holders in respect thereof.

Execution of the instrument

of shares.

62. The instrument of transfer of any share or debenture shall

be in writing and all the provisions of Section 56 and

statutory modification thereof including other applicable

provisions of the Act shall be duly complied with in respect

of all transfers of shares or debenture and registration

thereof.

The instrument of transfer shall be in a common form

approved by the Exchange;

Transfer Form.

63. The Company shall not register a transfer in the Company

other than the transfer between persons both of whose

names are entered as holders of beneficial interest in the

records of a depository, unless a proper instrument of

transfer duly stamped and executed by or on behalf of the

transferor and by or on behalf of the transferee and

specifying the name, address and occupation if any, of the

transferee, has been delivered to the Company along with

the certificate relating to the shares or if no such share

certificate is in existence along with the letter of allotment

of the shares: Provided that where, on an application in

writing made to the Company by the transferee and bearing

the stamp, required for an instrument of transfer, it is

proved to the satisfaction of the Board of Directors that the

instrument of transfer signed by or on behalf of the

transferor and by or on behalf of the transferee has been

lost, the Company may register the transfer on such terms

as to indemnity as the Board may think fit, provided further

that nothing in this Article shall prejudice any power of the

Company to register as shareholder any person to whom the

right to any shares in the Company has been transmitted by

operation of law.

Transfer not to be registered

except on production of

instrument of transfer.

64. Subject to the provisions of Section 58 of the Act and

Section 22A of the Securities Contracts (Regulation) Act,

1956, the Directors may, decline to register—

(a) any transfer of shares on which the company has a lien.

That registration of transfer shall however not be refused

on the ground of the transferor being either alone or jointly

with any other person or persons indebted to the Company

on any account whatsoever;

Directors may refuse to

register transfer.

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65. If the Company refuses to register the transfer of any share

or transmission of any right therein, the Company shall

within one month from the date on which the instrument of

transfer or intimation of transmission was lodged with the

Company, send notice of refusal to the transferee and

transferor or to the person giving intimation of the

transmission, as the case may be, and there upon the

provisions of Section 56 of the Act or any statutory

modification thereof for the time being in force shall apply.

Notice of refusal to be given

to transferor and transferee.

66. No fee shall be charged for registration of transfer,

transmission, Probate, Succession Certificate and letter of

administration, Certificate of Death or Marriage, Power of

Attorney or similar other document with the Company.

No fee on transfer.

67. The Board of Directors shall have power on giving not less

than seven days pervious notice in accordance with section

91 and rules made thereunder close the Register of

Members and/or the Register of debentures holders and/or

other security holders at such time or times and for such

period or periods, not exceeding thirty days at a time, and

not exceeding in the aggregate forty five days at a time, and

not exceeding in the aggregate forty five days in each year

as it may seem expedient to the Board.

Closure of Register of

Members or

debentureholder or other

security holders..

68. The instrument of transfer shall after registration be

retained by the Company and shall remain in its custody.

All instruments of transfer which the Directors may decline

to register shall on demand be returned to the persons

depositing the same. The Directors may cause to be

destroyed all the transfer deeds with the Company after

such period as they may determine.

Custody of transfer Deeds.

69. Where an application of transfer relates to partly paid

shares, the transfer shall not be registered unless the

Company gives notice of the application to the transferee

and the transferee makes no objection to the transfer within

two weeks from the receipt of the notice.

Application for transfer of

partly paid shares.

70. For this purpose the notice to the transferee shall be deemed

to have been duly given if it is dispatched by prepaid

registered post/speed post/ courier to the transferee at the

address given in the instrument of transfer and shall be

deemed to have been duly delivered at the time at which it

would have been delivered in the ordinary course of post.

Notice to transferee.

71. (a) On the death of a Member, the survivor or survivors,

where the Member was a joint holder, and his nominee

or nominees or legal representatives where he was a

sole holder, shall be the only person recognized by the

Recognition of legal

representative.

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Company as having any title to his interest in the

shares.

(b) Before recognising any executor or administrator or

legal representative, the Board may require him to

obtain a Grant of Probate or Letters Administration or

other legal representation as the case may be, from

some competent court in India.

Provided nevertheless that in any case where the

Board in its absolute discretion thinks fit, it shall be

lawful for the Board to dispense with the production

of Probate or letter of Administration or such other

legal representation upon such terms as to indemnity

or otherwise, as the Board in its absolute discretion,

may consider adequate

(c) Nothing in clause (a) above shall release the estate of

the deceased joint holder from any liability in respect

of any share which had been jointly held by him with

other persons.

72. The Executors or Administrators of a deceased Member or

holders of a Succession Certificate or the Legal

Representatives in respect of the Shares of a deceased

Member (not being one of two or more joint holders) shall

be the only persons recognized by the Company as having

any title to the Shares registered in the name of such

Members, and the Company shall not be bound to

recognize such Executors or Administrators or holders of

Succession Certificate or the Legal Representative unless

such Executors or Administrators or Legal Representative

shall have first obtained Probate or Letters of

Administration or Succession Certificate as the case may be

from a duly constituted Court in the Union of India

provided that in any case where the Board of Directors in

its absolute discretion thinks fit, the Board upon such terms

as to indemnity or otherwise as the Directors may deem

proper dispense with production of Probate or Letters of

Administration or Succession Certificate and register

Shares standing in the name of a deceased Member, as a

Member. However, provisions of this Article are subject to

Sections 72of the Companies Act.

Titles of Shares of deceased

Member

73. Where, in case of partly paid Shares, an application for

registration is made by the transferor, the Company shall

give notice of the application to the transferee in

accordance with the provisions of Section 56 of the Act.

Notice of application when

to be given

74. Subject to the provisions of the Act and these Articles, any

person becoming entitled to any share in consequence of

the death, lunacy, bankruptcy, insolvency of any member or

Registration of persons

entitled to share otherwise

than by transfer.

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by any lawful means other than by a transfer in accordance

with these presents, may, with the consent of the Directors

(which they shall not be under any obligation to give) upon

producing such evidence that he sustains the character in

respect of which he proposes to act under this Article or of

this title as the Director shall require either be registered as

member in respect of such shares or elect to have some

person nominated by him and approved by the Directors

registered as Member in respect of such shares; provided

nevertheless that if such person shall elect to have his

nominee registered he shall testify his election by executing

in favour of his nominee an instrument of transfer in

accordance so he shall not be freed from any liability in

respect of such shares. This clause is hereinafter referred to

as the ‗Transmission Clause‘.

(transmission clause).


Directors shall have the same right to refuse or suspend

register a person entitled by the transmission to any shares

or his nominee as if he were the transferee named in an

ordinary transfer presented for registration.

Refusal to register nominee.

76. Every transmission of a share shall be verified in such

manner as the Directors may require and the Company may

refuse to register any such transmission until the same be so

verified or until or unless an indemnity be given to the

Company with regard to such registration which the

Directors at their discretion shall consider sufficient,

provided nevertheless that there shall not be any obligation

on the Company or the Directors to accept any indemnity.

Board may require evidence

of transmission.

77. The Company shall incur no liability or responsibility

whatsoever in consequence of its registering or giving

effect to any transfer of shares made, or purporting to be

made by any apparent legal owner thereof (as shown or

appearing in the Register or Members) to the prejudice of

persons having or claiming any equitable right, title or

interest to or in the same shares notwithstanding that the

Company may have had notice of such equitable right, title

or interest or notice prohibiting registration of such transfer,

and may have entered such notice or referred thereto in any

book of the Company and the Company shall not be bound

or require to regard or attend or give effect to any notice

which may be given to them of any equitable right, title or

interest, or be under any liability whatsoever for refusing or

neglecting so to do though it may have been entered or

referred to in some book of the Company but the Company

shall nevertheless be at liberty to regard and attend to any

Company not liable for

disregard of a notice

prohibiting registration of

transfer.

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such notice and give effect thereto, if the Directors shall so

think fit.

78. In the case of any share registered in any register

maintained outside India the instrument of transfer shall be

in a form recognized by the law of the place where the

register is maintained but subject thereto shall be as near to

the form prescribed in Form no. SH-4 hereof as

circumstances permit.

Form of transfer Outside

India.

79. No transfer shall be made to any minor, insolvent or person

of unsound mind.

No transfer to insolvent etc.

NOMINATION

80. i) Notwithstanding anything contained in the articles,

every holder of securities of the Company may, at any

time, nominate a person in whom his/her securities

shall vest in the event of his/her death and the

provisions of Section 72 of the Companies Act,

2013shall apply in respect of such nomination.

ii) No person shall be recognized by the Company as a

nominee unless an intimation of the appointment of

the said person as nominee has been given to the

Company during the lifetime of the holder(s) of the

securities of the Company in the manner specified

under Section 72of the Companies Act, 2013 read

with Rule 19 of the Companies (Share Capital and

Debentures) Rules, 2014

iii) The Company shall not be in any way responsible for

transferring the securities consequent upon such

nomination.

iv) lf the holder(s) of the securities survive(s) nominee,

then the nomination made by the holder(s) shall be of

no effect and shall automatically stand revoked.

Nomination

81. A nominee, upon production of such evidence as may be

required by the Board and subject as hereinafter provided,

elect, either-

(i) to be registered himself as holder of the security, as

the case may be; or

(ii) to make such transfer of the security, as the case may

be, as the deceased security holder, could have made;

(iii) if the nominee elects to be registered as holder of the

security, himself, as the case may be, he shall deliver

or send to the Company, a notice in writing signed by

him stating that he so elects and such notice shall be

accompanied with the death certificate of the deceased

security holder as the case may be;

(iv) a nominee shall be entitled to the same dividends and

other advantages to which he would be entitled to, if

he were the registered holder of the security except

Transmission of Securities

by nominee

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that he shall not, before being registered as a member

in respect of his security, be entitled in respect of it to

exercise any right conferred by membership in relation

to meetings of the Company.

Provided further that the Board may, at any time, give

notice requiring any such person to elect either to be

registered himself or to transfer the share or debenture, and

if the notice is not complied with within ninety days, the

Board may thereafter withhold payment of all dividends,

bonuses or other moneys payable or rights accruing in

respect of the share or debenture, until the requirements of

the notice have been complied with.

DEMATERIALISATION OF SHARES

82. Subject to the provisions of the Act and Rules made

thereunder the Company may offer its members facility to

hold securities issued by it in dematerialized form.

Dematerialisation of

Securities

JOINT HOLDER

83. Where two or more persons are registered as the holders of

any share they shall be deemed to hold the same as joint

Shareholders with benefits of survivorship subject to the

following and other provisions contained in these Articles.

Joint Holders

84. (a) The Joint holders of any share shall be liable severally

as well as jointly for and in respect of all calls and

other payments which ought to be made in respect of

such share.

Joint and several liabilities

for all payments in respect

of shares.

(b) on the death of any such joint holders the survivor or

survivors shall be the only person recognized by the

Company as having any title to the share but the Board

may require such evidence of death as it may deem fit

and nothing herein contained shall be taken to release

the estate of a deceased joint holder from any liability

of shares held by them jointly with any other person;

Title of survivors.

(c) Any one of two or more joint holders of a share may

give effectual receipts of any dividends or other

moneys payable in respect of share; and

Receipts of one sufficient.

(d) only the person whose name stands first in the

Register of Members as one of the joint holders of any

share shall be entitled to delivery of the certificate

relating to such share or to receive documents from

the Company and any such document served on or

sent to such person shall deemed to be service on all

the holders.

Delivery of certificate and

giving of notices to first

named holders.

SHARE WARRANTS

85. The Company may issue warrants subject to and in

accordance with provisions of the Act and accordingly the

Power to issue share

warrants

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Board may in its discretion with respect to any Share which

is fully paid upon application in writing signed by the

persons registered as holder of the Share, and authenticated

by such evidence(if any) as the Board may, from time to

time, require as to the identity of the persons signing the

application and on receiving the certificate (if any) of the

Share, and the amount of the stamp duty on the warrant and

such fee as the Board may, from time to time, require, issue

a share warrant.

86. (a) The bearer of a share warrant may at any time deposit

the warrant at the Office of the Company, and so long

as the warrant remains so deposited, the depositor

shall have the same right of signing a requisition for

call in a meeting of the Company, and of attending

and voting and exercising the other privileges of a

Member at any meeting held after the expiry of two

clear days from the time of deposit, as if his name

were inserted in the Register of Members as the

holder of the Share included in the deposit warrant.

(b) Not more than one person shall be recognized as

depositor of the Share warrant.

(c) The Company shall, on two day's written notice,

return the deposited share warrant to the depositor.

Deposit of share warrants

87. (a) Subject as herein otherwise expressly provided, no

person, being a bearer of a share warrant, shall sign a

requisition for calling a meeting of the Company or

attend or vote or exercise any other privileges of a

Member at a meeting of the Company, or be entitled

to receive any notice from the Company.

(b) The bearer of a share warrant shall be entitled in all

other respects to the same privileges and advantages

as if he were named in the Register of Members as the

holder of the Share included in the warrant, and he

shall be a Member of the Company.

Privileges and disabilities of

the holders of share warrant

88. The Board may, from time to time, make bye-laws as to

terms on which (if it shall think fit), a new share warrant or

coupon may be issued by way of renewal in case of

defacement, loss or destruction.

Issue of new share warrant

coupons

CONVERSION OF SHARES INTO STOCK

89. The Company may, by ordinary resolution in General

Meeting.

a) convert any fully paid-up shares into stock; and

b) re-convert any stock into fully paid-up shares of any

denomination.

Conversion of shares into

stock or reconversion.

90. The holders of stock may transfer the same or any part

thereof in the same manner as and subject to the same

Transfer of stock.

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regulation under which the shares from which the stock

arose might before the conversion have been transferred, or

as near thereto as circumstances admit, provided that, the

Board may, from time to time, fix the minimum amount of

stock transferable so however that such minimum shall not

exceed the nominal amount of the shares from which the

stock arose.

91. The holders of stock shall, according to the amount of stock

held by them, have the same rights, privileges and

advantages as regards dividends, participation in profits,

voting at meetings of the Company, and other matters, as if

they hold the shares for which the stock arose but no such

privilege or advantage shall be conferred by an amount of

stock which would not, if existing in shares , have

conferred that privilege or advantage.

Rights of stock

holders.

92. Such of the regulations of the Company (other than those

relating to share warrants), as are applicable to paid up

share shall apply to stock and the words ―share‖ and

―shareholders‖ in those regulations shall include ―stock‖

and ―stockholders‖ respectively.

Regulations.

BORROWING POWERS


Board may, from time to time at its discretion, by a

resolution passed at a meeting of the Board generally raise

or borrow money by way of deposits, loans, overdrafts,

cash credit

or by issue of bonds, debentures or debenture-stock

(perpetual or otherwise) or in any other manner, or from

any person, firm, company, co-operative society, any body

corporate, bank, institution, whether incorporated in India

or abroad, Government or any authority or any other body

for the purpose of the Company and may secure the

payment of any sums of money so received, raised or

borrowed; provided that the total amount borrowed by the

Company (apart from temporary loans obtained from the

Company‘s Bankers in the ordinary course of business)

shall not without the consent of the Company in General

Meeting exceed the aggregate of the paid up capital of the

Company and its free reserves that is to say reserves not set

apart for any specified purpose.

Power to borrow.

94. Subject to the provisions of the Act and these Articles, any

bonds, debentures, debenture-stock or any other securities

may be issued at a discount, premium or otherwise and with

any special privileges and conditions as to redemption,

surrender, allotment of shares, appointment of Directors or

Issue of discount etc. or with

special privileges.

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otherwise; provided that debentures with the right to

allotment of or conversion into shares shall not be issued

except with the sanction of the Company in General

Meeting.

95. The payment and/or repayment of moneys borrowed or

raised as aforesaid or any moneys owing otherwise or debts

due from the Company may be secured in such manner and

upon such terms and conditions in all respects as the Board

may think fit, and in particular by mortgage, charter, lien or

any other security upon all or any of the assets or property

(both present and future) or the undertaking of the

Company including its uncalled capital for the time being,

or by a guarantee by any Director, Government or third

party, and the bonds, debentures and debenture stocks and

other securities may be made assignable, free from equities

between the Company and the person to whom the same

may be issued and also by a similar mortgage, charge or

lien to secure and guarantee, the performance by the

Company or any other person or company of any obligation

undertaken by the Company or any person or Company as

the case may be.

Securing payment or

repayment of Moneys

borrowed.

96. Any bonds, debentures, debenture-stock or their securities

issued or to be issued by the Company shall be under the

control of the Board who may issue them upon such terms

and conditions, and in such manner and for such

consideration as they shall consider to be for the benefit of

the Company.

Bonds, Debentures etc. to be

under the control of the

Directors.

97. If any uncalled capital of the Company is included in or

charged by any mortgage or other security the Directors

shall subject to the provisions of the Act and these Articles

make calls on the members in respect of such uncalled

capital in trust for the person in whose favour such

mortgage or security is executed.

Mortgage of uncalled

Capital.

98. Subject to the provisions of the Act and these Articles if the

Directors or any of them or any other person shall incur or

be about to incur any liability whether as principal or surely

for the payment of any sum primarily due from the

Company, the Directors may execute or cause to be

executed any mortgage, charge or security over or affecting

the whole or any part of the assets of the Company by way

of indemnity to secure the Directors or person so becoming

liable as aforesaid from any loss in respect of such liability.

Indemnity may be given.

MEETINGS OF MEMBERS

99. All the General Meetings of the Company other than

Annual General Meetings shall be called Extra-ordinary

Distinction between AGM &

EGM.

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General Meetings.

100. (a) The Directors may, whenever they think fit, convene an

Extra-Ordinary General Meeting and they shall on

requisition of requisition of Members made in

compliance with Section 100 of the Act, forthwith

proceed to convene Extra-Ordinary General Meeting of

the members

Extra-Ordinary General

Meeting by Board and by

requisition

(b) If at any time there are not within India sufficient

Directors capable of acting to form a quorum, or if the

number of Directors be reduced in number to less than

the minimum number of Directors prescribed by these

Articles and the continuing Directors fail or neglect to

increase the number of Directors to that number or to

convene a General Meeting, any Director or any two

or more Members of the Company holding not less

than one-tenth of the total paid up share capital of the

Company may call for an Extra-Ordinary General

Meeting in the same manner as nearly as possible as

that in which meeting may be called by the Directors.

When a Director or any two

Members may call an Extra

Ordinary General Meeting

101. No General Meeting, Annual or Extraordinary shall be

competent to enter upon, discuss or transfer any business

which has not been mentioned in the notice or notices upon

which it was convened.

Meeting not to transact

business not mentioned in

notice.

102. The Chairman (if any) of the Board of Directors shall be

entitled to take the chair at every General Meeting, whether

Annual or Extraordinary. If there is no such Chairman of

the Board of Directors, or if at any meeting he is not present

within fifteen minutes of the time appointed for holding

such meeting or if he is unable or unwilling to take the

chair, then the Members present shall elect another Director

as Chairman, and if no Director be present or if all the

Directors present decline to take the chair then the

Members present shall elect one of the members to be the

Chairman of the meeting.

Chairman of General

Meeting

103. No business, except the election of a Chairman, shall be

discussed at any General Meeting whilst the Chair is

vacant.

Business confined to election

of Chairman whilst chair is

vacant.

104. a) The Chairperson may, with the consent of any meeting

at which a quorum is present, and shall, if so directed

by the meeting, adjourn the meeting from time to time

and from place to place.

b) No business shall be transacted at any adjourned

meeting other than the business left unfinished at the

meeting from which the adjournment took place.

c) When a meeting is adjourned for thirty days or more,

notice of the adjourned meeting shall be given as in the

Chairman with consent may

adjourn meeting.

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case of an original meeting.

d) Save as aforesaid, and as provided in section 103 of the

Act, it shall not be necessary to give any notice of an

adjournment or of the business to be transacted at an

adjourned meeting.

105. In the case of an equality of votes the Chairman shall both

on a show of hands, on a poll (if any) and e-voting, have

casting vote in addition to the vote or votes to which he

may be entitled as a Member.

Chairman‟s casting vote.

106. Any poll duly demanded on the election of Chairman of the

meeting or any question of adjournment shall be taken at

the meeting forthwith.

In what case poll taken

without adjournment.

107. The demand for a poll except on the question of the election

of the Chairman and of an adjournment shall not prevent

the continuance of a meeting for the transaction of any

business other than the question on which the poll has been

demanded.

Demand for poll not to

prevent transaction of other

business.

VOTES OF MEMBERS

108. No Member shall be entitled to vote either personally or by

proxy at any General Meeting or Meeting of a class of

shareholders either upon a show of hands, upon a poll or

electronically, or be reckoned in a quorum in respect of any

shares registered in his name on which any calls or other

sums presently payable by him have not been paid or in

regard to which the Company has exercised, any right or

lien.

Members in arrears not to

vote.

109. Subject to the provision of these Articles and without

prejudice to any special privileges, or restrictions as to

voting for the time being attached to any class of shares for

the time being forming part of the capital of the company,

every Member, not disqualified by the last preceding

Article shall be entitled to be present, and to speak and to

vote at such meeting, and on a show of hands every

member present in person shall have one vote and upon a

poll the voting right of every Member present in person or

by proxy shall be in proportion to his share of the paid-up

equity share capital of the Company, Provided, however, if

any preference shareholder is present at any meeting of the

Company, save as provided in sub-section (2) of Section

47 of the Act, he shall have a right to vote only on

resolution placed before the meeting which directly affect

the rights attached to his preference shares.

Number of votes each

member entitled.

110. On a poll taken at a meeting of the Company a member

entitled to more than one vote or his proxy or other person

entitled to vote for him, as the case may be, need not, if he

votes, use all his votes or cast in the same way all the votes

Casting of votes by a

member entitled to more

than one vote.

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he uses.

111. A member of unsound mind, or in respect of whom an

order has been made by any court having jurisdiction in

lunacy, or a minor may vote, whether on a show of hands

or on a poll, by his committee or other legal guardian, and

any such committee or guardian may, on a poll, vote by

proxy.

Vote of member of unsound

mind and of minor

112. Notwithstanding anything contained in the provisions of the

Companies Act, 2013, and the Rules made there under, the

Company may, and in the case of resolutions relating to

such business as may be prescribed by such authorities

from time to time, declare to be conducted only by postal

ballot, shall, get any such business/ resolutions passed by

means of postal ballot, instead of transacting the business in

the General Meeting of the Company.

Postal Ballot

113. A member may exercise his vote at a meeting by electronic

means in accordance with section 108 and shall vote only

once.

E-Voting

114. a) In the case of joint holders, the vote of the senior who

tenders a vote, whether in person or by proxy, shall be

accepted to the exclusion of the votes of the other joint

holders. If more than one of the said persons remain

present than the senior shall alone be entitled to speak

and to vote in respect of such shares, but the other or

others of the joint holders shall be entitled to be present

at the meeting. Several executors or administrators of a

deceased Member in whose name share stands shall for

the purpose of these Articles be deemed joints holders

thereof.

b) For this purpose, seniority shall be determined by the

order in which the names stand in the register of

members.

Votes of joint members.

115. Votes may be given either personally or by attorney or by

proxy or in case of a company, by a representative duly

Authorised as mentioned in Articles

Votes may be given by proxy

or by representative

116. A body corporate (whether a company within the meaning

of the Act or not) may, if it is member or creditor of the

Company (including being a holder of debentures)

authorise such person by resolution of its Board of

Directors, as it thinks fit, in accordance with the provisions

of Section 113 of the Act to act as its representative at any

Meeting of the members or creditors of the Company or

debentures holders of the Company. A person authorised by

resolution as aforesaid shall be entitled to exercise the same

rights and powers (including the right to vote by proxy) on

behalf of the body corporate as if it were an individual

member, creditor or holder of debentures of the Company.

Representation of a body

corporate.

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117. (a) A member paying the whole or a part of the amount

remaining unpaid on any share held by him although

no part of that amount has been called up, shall not be

entitled to any voting rights in respect of the moneys

paid until the same would, but for this payment,

become presently payable.

Members paying money in

advance.

(b) A member is not prohibited from exercising his voting

rights on the ground that he has not held his shares or

interest in the Company for any specified period

preceding the date on which the vote was taken.

Members not prohibited if

share not held for any

specified period.

118. Any person entitled under Article 73 (transmission clause)

to transfer any share may vote at any General Meeting in

respect thereof in the same manner as if he were the

registered holder of such shares, provided that at least forty-

eight hours before the time of holding the meeting or

adjourned meeting, as the case may be at which he proposes

to vote he shall satisfy the Directors of his right to transfer

such shares and give such indemnify (if any) as the

Directors may require or the directors shall have previously

admitted his right to vote at such meeting in respect thereof.

Votes in respect of shares of

deceased or insolvent

members.

119. No Member shall be entitled to vote on a show of hands

unless such member is present personally or by attorney or

is a body Corporate present by a representative duly

Authorised under the provisions of the Act in which case

such members, attorney or representative may vote on a

show of hands as if he were a Member of the Company. In

the case of a Body Corporate the production at the meeting

of a copy of such resolution duly signed by a Director or

Secretary of such Body Corporate and certified by him as

being a true copy of the resolution shall be accepted by the

Company as sufficient evidence of the authority of the

appointment.

No votes by proxy on show

of hands.

120. The instrument appointing a proxy and the power-of-

attorney or other authority, if any, under which it is signed

or a notarised copy of that power or authority, shall be

deposited at the registered office of the company not less

than 48 hours before the time for holding the meeting or

adjourned meeting at which the person named in the

instrument proposes to vote, or, in the case of a poll, not

less than 24 hours before the time appointed for the taking

of the poll; and in default the instrument of proxy shall not

be treated as valid.

Appointment of a Proxy.

121. An instrument appointing a proxy shall be in the form as

prescribed in the rules made under section 105.

Form of proxy.

122. A vote given in accordance with the terms of an instrument Validity of votes given by

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of proxy shall be valid notwithstanding the previous death

or insanity of the Member, or revocation of the proxy or of

any power of attorney which such proxy signed, or the

transfer of the share in respect of which the vote is given,

provided that no intimation in writing of the death or

insanity, revocation or transfer shall have been received at

the office before the meeting or adjourned meeting at which

the proxy is used.

proxy notwithstanding

death of a member.

123. No objection shall be raised to the qualification of any voter

except at the meeting or adjourned meeting at which the

vote objected to is given or tendered, and every vote not

disallowed at such meeting shall be valid for all purposes.

Time for objections to votes.

124. Any such objection raised to the qualification of any voter

in due time shall be referred to the Chairperson of the

meeting, whose decision shall be final and conclusive.

Chairperson of the Meeting

to be the judge of validity of

any vote.

DIRECTORS

125. Until otherwise determined by a General Meeting of the

Company and subject to the provisions of Section 149 of

the Act, the number of Directors (including Debenture and

Alternate Directors) shall not be less than three and not

more than fifteen. Provided that a company may appoint

more than fifteen directors after passing a special resolution

Number of Directors

126. A Director of the Company shall not be bound to hold any

Qualification Shares in the Company.

Qualification

shares.

127. (a) Subject to the provisions of the Companies Act,

2013and notwithstanding anything to the contrary

contained in these Articles, the Board may appoint any

person as a director nominated by any institution in

pursuance of the provisions of any law for the time

being in force or of any agreement

(b) The Nominee Director/s so appointed shall not be

required to hold any qualification shares in the

Company nor shall be liable to retire by rotation. The

Board of Directors of the Company shall have no

power to remove from office the Nominee Director/s

so appointed. The said Nominee Director/s shall be

entitled to the same rights and privileges including

receiving of notices, copies of the minutes, sitting

fees, etc. as any other Director of the Company is

entitled.

(c) If the Nominee Director/s is an officer of any of the

financial institution the sitting fees in relation to such

nominee Directors shall accrue to such financial

institution and the same accordingly be paid by the

Company to them. The Financial Institution shall be

Nominee Directors.

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entitled to depute observer to attend the meetings of

the Board or any other Committee constituted by the

Board.

(d) The Nominee Director/s shall, notwithstanding

anything to the Contrary contained in these Articles,

be at liberty to disclose any information obtained by

him/them to the Financial Institution appointing

him/them as such Director/s.

128. The Board may appoint an Alternate Director to act for a

Director (hereinafter called ―The Original Director‖) during

his absence for a period of not less than three months from

India. An Alternate Director appointed under this Article

shall not hold office for period longer than that permissible

to the Original Director in whose place he has been

appointed and shall vacate office if and when the Original

Director returns to India. If the term of Office of the

Original Director is determined before he so returns to

India, any provision in the Act or in these Articles for the

automatic re-appointment of retiring Director in default of

another appointment shall apply to the Original Director

and not to the Alternate Director.

Appointment of alternate

Director.

129. Subject to the provisions of the Act, the Board shall have

power at any time and from time to time to appoint any

other person to be an Additional Director. Any such

Additional Director shall hold office only upto the date of

the next Annual General Meeting.

Additional Director

130. Subject to the provisions of the Act, the Board shall have

power at any time and from time to time to appoint a

Director, if the office of any director appointed by the

company in general meeting is vacated before his term of

office expires in the normal course, who shall hold office

only upto the date upto which the Director in whose place

he is appointed would have held office if it had not been

vacated by him.

Directors power to fill

casual vacancies.

131. Until otherwise determined by the Company in General

Meeting, each Director other than the Managing/Whole-

time Director (unless otherwise specifically provided for)

shall be entitled to sitting fees not exceeding a sum

prescribed in the Act (as may be amended from time to

time) for attending meetings of the Board or Committees

thereof.

Sitting Fees.

132. The Board of Directors may subject to the limitations

provided in the Act allow and pay to any Director who

attends a meeting at a place other than his usual place of

residence for the purpose of attending a meeting, such sum

Travelling expenses

Incurred by Director on

Company's business.

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as the Board may consider fair, compensation for travelling,

hotel and other incidental expenses properly incurred by

him, in addition to his fee for attending such meeting as

above specified.

PROCEEDING OF THE BOARD OF DIRECTORS

133. (a) The Board of Directors may meet for the conduct of

business, adjourn and otherwise regulate its meetings as it

thinks fit.

(b) A director may, and the manager or secretary on the

requisition of a director shall, at any time, summon a

meeting of the Board.

Meetings of Directors.

134. a) The Directors may from time to time elect from among

their members a Chairperson of the Board and

determine the period for which he is to hold office. If at

any meeting of the Board, the Chairman is not present

within five minutes after the time appointed for holding

the same, the Directors present may choose one of the

Directors then present to preside at the meeting.

b) Subject to Section 203 of the Act and rules made there

under, one person can act as the Chairman as well as

the Managing Director or Chief Executive Officer at

the same time.

Chairperson

135. Questions arising at any meeting of the Board of Directors

shall be decided by a majority of votes and in the case of an

equality of votes, the Chairman will have a second or

casting vote.

Questions at Board meeting

how decided.

136. The continuing directors may act notwithstanding any

vacancy in the Board; but, if and so long as their number is

reduced below the quorum fixed by the Act for a meeting of

the Board, the continuing directors or director may act for

the purpose of increasing the number of directors to that

fixed for the quorum, or of summoning a general meeting

of the company, but for no other purpose.

Continuing directors may

act notwithstanding any

vacancy in the Board

137. Subject to the provisions of the Act, the Board may

delegate any of their powers to a Committee consisting of

such member or members of its body as it thinks fit, and it

may from time to time revoke and discharge any such

committee either wholly or in part and either as to person,

or purposes, but every Committee so formed shall in the

exercise of the powers so delegated conform to any

regulations that may from time to time be imposed on it by

the Board. All acts done by any such Committee in

conformity with such regulations and in fulfillment of the

purposes of their appointment but not otherwise, shall have

the like force and effect as if done by the Board.

Directors may appoint

committee.

138. The Meetings and proceedings of any such Committee of Committee Meetings how to

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the Board consisting of two or more members shall be

governed by the provisions herein contained for regulating

the meetings and proceedings of the Directors so far as the

same are applicable thereto and are not superseded by any

regulations made by the Directors under the last preceding

Article.

be governed.

139. a) A committee may elect a Chairperson of its meetings.

b) If no such Chairperson is elected, or if at any meeting

the Chairperson is not present within five minutes after

the time appointed for holding the meeting, the

members present may choose one of their members to

be Chairperson of the meeting.

Chairperson of Committee

Meetings

140. a) A committee may meet and adjourn as it thinks fit.

b) Questions arising at any meeting of a committee shall

be determined by a majority of votes of the members

present, and in case of an equality of votes, the

Chairperson shall have a second or casting vote.

Meetings of the Committee

141. Subject to the provisions of the Act, all acts done by any

meeting of the Board or by a Committee of the Board, or by

any person acting as a Director shall notwithstanding that it

shall afterwards be discovered that there was some defect in

the appointment of such Director or persons acting as

aforesaid, or that they or any of them were disqualified or

had vacated office or that the appointment of any of them

had been terminated by virtue of any provisions contained

in the Act or in these Articles, be as valid as if every such

person had been duly appointed, and was qualified to be a

Director.

Acts of Board or Committee

shall be valid

notwithstanding defect in

appointment.

RETIREMENT AND ROTATION OF DIRECTORS

142. Subject to the provisions of Section 161 of the Act, if the

office of any Director appointed by the Company in

General Meeting vacated before his term of office will

expire in the normal course, the resulting casual vacancy

may in default of and subject to any regulation in the

Articles of the Company be filled by the Board of Directors

at the meeting of the Board and the Director so appointed

shall hold office only up to the date up to which the

Director in whose place he is appointed would have held

office if had not been vacated as aforesaid.

Power to fill casual vacancy

POWERS OF THE BOARD

143. The business of the Company shall be managed by the

Board who may exercise all such powers of the Company

and do all such acts and things as may be necessary, unless

otherwise restricted by the Act, or by any other law or by

the Memorandum or by the Articles required to be

exercised by the Company in General Meeting. However no

Powers of the Board

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regulation made by the Company in General Meeting shall

invalidate any prior act of the Board which would have

been valid if that regulation had not been made.

144. Without prejudice to the general powers conferred by the

Articles and so as not in any way to limit or restrict these

powers, and without prejudice to the other powers

conferred by these Articles, but subject to the restrictions

contained in the Articles, it is hereby, declared that the

Directors shall have the following powers, that is to say

Certain powers of the Board

(1) Subject to the provisions of the Act, to purchase or

otherwise acquire any lands, buildings, machinery,

premises, property, effects, assets, rights, creditors,

royalties, business and goodwill of any person firm or

company carrying on the business which this

Company is authorised to carry on, in any part of

India.

To acquire any property ,

rights etc.

(2) Subject to the provisions of the Act to purchase, take

on lease for any term or terms of years, or otherwise

acquire any land or lands, with or without buildings

and out-houses thereon, situate in any part of India, at

such conditions as the Directors may think fit, and in

any such purchase, lease or acquisition to accept such

title as the Directors may believe, or may be advised

to be reasonably satisfy.

To take on Lease.

(3) To erect and construct, on the said land or lands,

buildings, houses, warehouses and sheds and to alter,

extend and improve the same, to let or lease the

property of the company, in part or in whole for such

rent and subject to such conditions, as may be thought

advisable; to sell such portions of the land or

buildings of the Company as may not be required for

the company; to mortgage the whole or any portion of

the property of the company for the purposes of the

Company; to sell all or any portion of the machinery

or stores belonging to the Company.

To erect & construct.

(4) At their discretion and subject to the provisions of the

Act, the Directors may pay property rights or

privileges acquired by, or services rendered to the

Company, either wholly or partially in cash or in

shares, bonds, debentures or other securities of the

Company, and any such share may be issued either as

fully paid up or with such amount credited as paid up

thereon as may be agreed upon; and any such bonds,

debentures or other securities may be either

specifically charged upon all or any part of the

property of the Company and its uncalled capital or

not so charged.

To pay for property.

(5) To insure and keep insured against loss or damage by

fire or otherwise for such period and to such extent as

they may think proper all or any part of the buildings,

machinery, goods, stores, produce and other moveable

To insure properties of the

Company.

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property of the Company either separately or co-

jointly; also to insure all or any portion of the goods,

produce, machinery and other articles imported or

exported by the Company and to sell, assign,

surrender or discontinue any policies of assurance

effected in pursuance of this power.

(6) To open accounts with any Bank or Bankers and to

pay money into and draw money from any such

account from time to time as the Directors may think

fit.

To open Bank accounts.

(7) To secure the fulfillment of any contracts or

engagement entered into by the Company by

mortgage or charge on all or any of the property of the

Company including its whole or part of its

undertaking as a going concern and its uncalled

capital for the time being or in such manner as they

think fit.

To secure contracts by way

of mortgage.

(8) To accept from any member, so far as may be

permissible by law, a surrender of the shares or any

part thereof, on such terms and conditions as shall be

agreed upon.

To accept surrender of

shares.

(9) To appoint any person to accept and hold in trust, for

the Company property belonging to the Company, or

in which it is interested or for any other purposes and

to execute and to do all such deeds and things as may

be required in relation to any such trust, and to

provide for the remuneration of such trustee or

trustees.

To appoint trustees for the

Company.

(10) To institute, conduct, defend, compound or abandon

any legal proceeding by or against the Company or its

Officer, or otherwise concerning the affairs and also

to compound and allow time for payment or

satisfaction of any debts, due, and of any claims or

demands by or against the Company and to refer any

difference to arbitration, either according to Indian or

Foreign law and either in India or abroad and observe

and perform or challenge any award thereon.

To conduct legal

proceedings.

(11) To act on behalf of the Company in all matters

relating to bankruptcy insolvency. Bankruptcy &Insolvency

(12) To make and give receipts, release and give discharge

for moneys payable to the Company and for the

claims and demands of the Company.

To issue receipts & give

discharge.

(13) Subject to the provisions of the Act, and these Articles

to invest and deal with any moneys of the Company

not immediately required for the purpose thereof,

upon such authority (not being the shares of this

Company) or without security and in such manner as

they may think fit and from time to time to vary or

realise such investments. Save as provided in Section

187 of the Act, all investments shall be made and held

in the Company‘s own name.

To invest and deal with

money of the Company.

(14) To execute in the name and on behalf of the Company To give Security by way of

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in favour of any Director or other person who may

incur or be about to incur any personal liability

whether as principal or as surety, for the benefit of the

Company, such mortgage of the Company‘s property

(present or future) as they think fit, and any such

mortgage may contain a power of sale and other

powers, provisions, covenants and agreements as shall

be agreed upon;

indemnity.

(15) To determine from time to time persons who shall be

entitled to sign on Company‘s behalf, bills, notes,

receipts, acceptances, endorsements, cheques,

dividend warrants, releases, contracts and documents

and to give the necessary authority for such purpose,

whether by way of a resolution of the Board or by

way of a power of attorney or otherwise.

To determine signing

powers.

(16) To give to any Director, Officer, or other persons

employed by the Company, a commission on the

profits of any particular business or transaction, or a

share in the general profits of the company; and such

commission or share of profits shall be treated as part

of the working expenses of the Company.

Commission or share in

profits.

(17) To give, award or allow any bonus, pension, gratuity

or compensation to any employee of the Company, or

his widow, children, dependents, that may appear just

or proper, whether such employee, his widow,

children or dependents have or have not a legal claim

on the Company.

Bonus etc. to employees.

(18) To set aside out of the profits of the Company such

sums as they may think proper for depreciation or the

depreciation funds or to insurance fund or to an export

fund, or to a Reserve Fund, or Sinking Fund or any

special fund to meet contingencies or repay

debentures or debenture-stock or for equalizing

dividends or for repairing, improving, extending and

maintaining any of the properties of the Company and

for such other purposes (including the purpose

referred to in the preceding clause) as the Board may,

in the absolute discretion think conducive to the

interests of the Company, and subject to Section 179

of the Act, to invest the several sums so set aside or so

much thereof as may be required to be invested, upon

such investments (other than shares of this Company)

as they may think fit and from time to time deal with

and vary such investments and dispose of and apply

and extend all or any part thereof for the benefit of the

Company notwithstanding the matters to which the

Board apply or upon which the capital moneys of the

Company might rightly be applied or expended and

divide the reserve fund into such special funds as the

Board may think fit; with full powers to transfer the

whole or any portion of a reserve fund or division of a

reserve fund to another fund and with the full power

Transfer to Reserve Funds.

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to employ the assets constituting all or any of the

above funds, including the depredation fund, in the

business of the company or in the purchase or

repayment of debentures or debenture-stocks and

without being bound to keep the same separate from

the other assets and without being bound to pay

interest on the same with the power to the Board at

their discretion to pay or allow to the credit of such

funds, interest at such rate as the Board may think

proper.

(19) To appoint, and at their discretion remove or suspend

such general manager, managers, secretaries,

assistants, supervisors, scientists, technicians,

engineers, consultants, legal, medical or economic

advisers, research workers, labourers, clerks, agents

and servants, for permanent, temporary or special

services as they may from time to time think fit, and

to determine their powers and duties and to fix their

salaries or emoluments or remuneration and to require

security in such instances and for such amounts they

may think fit and also from time to time to provide for

the management and transaction of the affairs of the

Company in any specified locality in India or

elsewhere in such manner as they think fit and the

provisions contained in the next following clauses

shall be without prejudice to the general powers

conferred by this clause.

To appoint and remove

officers and other

employees.

(20) At any time and from time to time by power of

attorney under the seal of the Company, to appoint

any person or persons to be the Attorney or attorneys

of the Company, for such purposes and with such

powers, authorities and discretions (not exceeding

those vested in or exercisable by the Board under

these presents and excluding the power to make calls

and excluding also except in their limits authorised by

the Board the power to make loans and borrow

moneys) and for such period and subject to such

conditions as the Board may from time to time think

fit, and such appointments may (if the Board think fit)

be made in favour of the members or any of the

members of any local Board established as aforesaid

or in favour of any Company, or the shareholders,

directors, nominees or manager of any Company or

firm or otherwise in favour of any fluctuating body of

persons whether nominated directly or indirectly by

the Board and any such powers of attorney may

contain such powers for the protection or convenience

for dealing with such Attorneys as the Board may

think fit, and may contain powers enabling any such

delegated Attorneys as aforesaid to sub-delegate all or

any of the powers, authorities and discretion for the

time being vested in them.

To appoint Attorneys.

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(21) Subject to Sections 188 of the Act, for or in relation to

any of the matters aforesaid or otherwise for the

purpose of the Company to enter into all such

negotiations and contracts and rescind and vary all

such contracts, and execute and do all such acts, deeds

and things in the name and on behalf of the Company

as they may consider expedient.

To enter into contracts.

(22) From time to time to make, vary and repeal rules for

the regulations of the business of the Company its

Officers and employees.

To make rules.

(23) To effect, make and enter into on behalf of the

Company all transactions, agreements and other

contracts within the scope of the business of the

Company.

To effect contracts etc.

(24) To apply for, promote and obtain any act, charter,

privilege, concession, license, authorization, if any,

Government, State or municipality, provisional order

or license of any authority for enabling the Company

to carry any of this objects into effect, or for

extending and any of the powers of the Company or

for effecting any modification of the Company‘s

constitution, or for any other purpose, which may

seem expedient and to oppose any proceedings or

applications which may seem calculated, directly or

indirectly to prejudice the Company‘s interests.

To apply & obtain

concessions licenses etc.

(25) To pay and charge to the capital account of the

Company any commission or interest lawfully payable

there out under the provisions of Sections 40 of the

Act and of the provisions contained in these presents.

To pay commissions or

interest.

(26) To redeem preference shares. To redeem preference

shares.

(27) To subscribe, incur expenditure or otherwise to assist

or to guarantee money to charitable, benevolent,

religious, scientific, national or any other institutions

or subjects which shall have any moral or other claim

to support or aid by the Company, either by reason of

locality or operation or of public and general utility or

otherwise.

To assist charitable or

benevolent institutions.

(28) To pay the cost, charges and expenses preliminary and

incidental to the promotion, formation, establishment

and registration of the Company.

(29) To pay and charge to the capital account of the

Company any commission or interest lawfully payable

thereon under the provisions of Sections 40 of the Act.

(30) To provide for the welfare of Directors or ex-

Directors or employees or ex-employees of the

Company and their wives, widows and families or the

dependents or connections of such persons, by

building or contributing to the building of houses,

dwelling or chawls, or by grants of moneys, pension,

gratuities, allowances, bonus or other payments, or by

creating and from time to time subscribing or

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contributing, to provide other associations,

institutions, funds or trusts and by providing or

subscribing or contributing towards place of

instruction and recreation, hospitals and dispensaries,

medical and other attendance and other assistance as

the Board shall think fit and subject to the provision of

Section 181 of the Act, to subscribe or contribute or

otherwise to assist or to guarantee money to

charitable, benevolent, religious, scientific, national or

other institutions or object which shall have any moral

or other claim to support or aid by the Company,

either by reason of locality of operation, or of the

public and general utility or otherwise.

(31) To purchase or otherwise acquire or obtain license for

the use of and to sell, exchange or grant license for the

use of any trade mark, patent, invention or technical

know-how.

(32) To sell from time to time any Articles, materials,

machinery, plants, stores and other Articles and thing

belonging to the Company as the Board may think

proper and to manufacture, prepare and sell waste and

by-products.

(33) From time to time to extend the business and

undertaking of the Company by adding, altering or

enlarging all or any of the buildings, factories,

workshops, premises, plant and machinery, for the

time being the property of or in the possession of the

Company, or by erecting new or additional buildings,

and to expend such sum of money for the purpose

aforesaid or any of them as they be thought necessary

or expedient.

(34) To undertake on behalf of the Company any payment

of rents and the performance of the covenants,

conditions and agreements contained in or reserved by

any lease that may be granted or assigned to or

otherwise acquired by the Company and to purchase

the reversion or reversions, and otherwise to acquire

on free hold sample of all or any of the lands of the

Company for the time being held under lease or for an

estate less than freehold estate.

(35) To improve, manage, develop, exchange, lease, sell,

resell and re-purchase, dispose off, deal or otherwise

turn to account, any property (movable or immovable)

or any rights or privileges belonging to or at the

disposal of the Company or in which the Company is

interested.

(36) To let, sell or otherwise dispose of subject to the

provisions of Section 180 of the Act and of the other

Articles any property of the Company, either

absolutely or conditionally and in such manner and

upon such terms and conditions in all respects as it

thinks fit and to accept payment in satisfaction for

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the same in cash or otherwise as it thinks fit.

(37) Generally subject to the provisions of the Act and

these Articles, to delegate the powers/authorities and

discretions vested in the Directors to any person(s),

firm, company or fluctuating body of persons as

aforesaid.

(38) To comply with the requirements of any local law

which in their opinion it shall in the interest of the

Company be necessary or expedient to comply with.

MANAGING AND WHOLE-TIME DIRECTORS

145. a) Subject to the provisions of the Act and of these

Articles, the Directors may from time to time in Board

Meetings appoint one or more of their body to be a

Managing Director or Managing Directors or whole-

time Director or whole-time Directors of the Company

for such term not exceeding five years at a time as they

may think fit to manage the affairs and business of the

Company, and may from time to time (subject to the

provisions of any contract between him or them and the

Company) remove or dismiss him or them from office

and appoint another or others in his or their place or

places.

b) The Managing Director or Managing Directors or

whole-time Director or whole-time Directors so

appointed shall be liable to retire by rotation. A

Managing Director or Whole-time Director who is

appointed as Director immediately on the retirement by

rotation shall continue to hold his office as Managing

Director or Whole-time Director and such re-

appointment as such Director shall not be deemed to

constitute a break in his appointment as Managing

Director or Whole-time Director.

Powers to appoint

Managing/ Wholetime

Directors.

146. The remuneration of a Managing Director or a Whole-time

Director (subject to the provisions of the Act and of these

Articles and of any contract between him and the

Company) shall from time to time be fixed by the Directors,

and may be, by way of fixed salary, or commission on

profits of the Company, or by participation in any such

profits, or by any, or all of these modes.

Remuneration of Managing

or Wholetime Director.

147. (1) Subject to control, direction and supervision of the

Board of Directors, the day-today management of the

company will be in the hands of the Managing

Director or Whole-time Director appointed in

accordance with regulations of these Articles of

Association with powers to the Directors to distribute

such day-to-day management functions among such

Directors and in any manner as may be directed by the

Board.

(2) The Directors may from time to time entrust to and

Powers and duties of

Managing Director or

Whole-time Director.

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confer upon the Managing Director or Whole-time

Director for the time being save as prohibited in the

Act, such of the powers exercisable under these

presents by the Directors as they may think fit, and

may confer such objects and purposes, and upon such

terms and conditions, and with such restrictions as

they think expedient; and they may subject to the

provisions of the Act and these Articles confer such

powers, either collaterally with or to the exclusion of,

and in substitution for, all or any of the powers of the

Directors in that behalf, and may from time to time

revoke, withdraw, alter or vary all or any such powers.

(3) The Company‘s General Meeting may also from time

to time appoint any Managing Director or Managing

Directors or Wholetime Director or Wholetime

Directors of the Company and may exercise all the

powers referred to in these Articles.

(4) The Managing Director shall be entitled to sub-

delegate (with the sanction of the Directors where

necessary) all or any of the powers, authorities and

discretions for the time being vested in him in

particular from time to time by the appointment of any

attorney or attorneys for the management and

transaction of the affairs of the Company in any

specified locality in such manner as they may think

fit.

(5) Notwithstanding anything contained in these Articles,

the Managing Director is expressly allowed generally

to work for and contract with the Company and

especially to do the work of Managing Director and

also to do any work for the Company upon such terms

and conditions and for such remuneration (subject to

the provisions of the Act) as may from time to time be

agreed between him and the Directors of the

Company.

Chief Executive Officer, Manager, Company Secretary

or Chief Financial Officer

148. a) Subject to the provisions of the Act,—

i. A chief executive officer, manager, company

secretary or chief financial officer may be

appointed by the Board for such term, at such

remuneration and upon such conditions as it may

thinks fit; and any chief executive officer, manager,

company secretary or chief financial officer so

appointed may be removed by means of a

resolution of the Board;

ii. A director may be appointed as chief executive

Board to appoint Chief

Executive Officer/ Manager/

Company Secretary/ Chief

Financial Officer

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officer, manager, company secretary or chief

financial officer.

b) A provision of the Act or these regulations requiring or

authorising a thing to be done by or to a director and

chief executive officer, manager, company secretary or

chief financial officer shall not be satisfied by its being

done by or to the same person acting both as director

and as, or in place of, chief executive officer, manager,

company secretary or chief financial officer.

THE SEAL

149. (a) The Board shall provide a Common Seal for the

purposes of the Company, and shall have power from

time to time to destroy the same and substitute a new

Seal in lieu thereof, and the Board shall provide for

the safe custody of the Seal for the time being, and the

Seal shall never be used except by the authority of the

Board or a Committee of the Board previously given.

(b) The Company shall also be at liberty to have an

Official Seal in accordance with of the Act, for use in

any territory, district or place outside India.

The seal, its custody and use.

150. The seal of the company shall not be affixed to any

instrument except by the authority of a resolution of the

Board or of a committee of the Board authorized by it in

that behalf, and except in the presence of at least two

directors and of the secretary or such other person as the

Board may appoint for the purpose; and those two directors

and the secretary or other person aforesaid shall sign every

instrument to which the seal of the company is so affixed in

their presence.

Deeds how executed.

Dividend and Reserves

151. (1) Subject to the rights of persons, if any, entitled to

shares with special rights as to dividends, all

dividends shall be declared and paid according to the

amounts paid or credited as paid on the shares in

respect whereof the dividend is paid, but if and so

long as nothing is paid upon any of the shares in the

Company, dividends may be declared and paid

according to the amounts of the shares.

(2) No amount paid or credited as paid on a share in

advance of calls shall be treated for the purposes of

this regulation as paid on the share.

(3) All dividends shall be apportioned and paid

proportionately to the amounts paid or credited as paid

on the shares during any portion or portions of the

period in respect of which the dividend is paid; but if

any share is issued on terms providing that it shall

Division of profits.

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Sr. No Particulars

rank for dividend as from a particular date such share

shall rank for dividend accordingly.

152. The Company in General Meeting may declare dividends,

to be paid to members according to their respective rights

and interests in the profits and may fix the time for payment

and the Company shall comply with the provisions of

Section 127 of the Act, but no dividends shall exceed the

amount recommended by the Board of Directors, but the

Company may declare a smaller dividend in general

meeting.

The company in General

Meeting may declare

Dividends.

153. a) The Board may, before recommending any dividend,

set aside out of the profits of the company such sums as

it thinks fit as a reserve or reserves which shall, at the

discretion of the Board, be applicable for any purpose

to which the profits of the company may be properly

applied, including provision for meeting contingencies

or for equalizing dividends; and pending such

application, may, at the like discretion, either be

employed in the business of the company or be invested

in such investments (other than shares of the company)

as the Board may, from time to time, thinks fit.

b) The Board may also carry forward any profits which it

may consider necessary not to divide, without setting

them aside as a reserve.

Transfer to reserves

154. Subject to the provisions of section 123, the Board may

from time to time pay to the members such interim

dividends as appear to it to be justified by the profits of the

company.

Interim Dividend.

155. The Directors may retain any dividends on which the

Company has a lien and may apply the same in or towards

the satisfaction of the debts, liabilities or engagements in

respect of which the lien exists.

Debts may be deducted.

156. No amount paid or credited as paid on a share in advance of

calls shall be treated for the purposes of this articles as paid

on the share.

Capital paid up in advance

not to earn dividend.

157. All dividends shall be apportioned and paid proportionately

to the amounts paid or credited as paid on the shares during

any portion or portions of the period in respect of which the

dividend is paid but if any share is issued on terms

providing that it shall rank for dividends as from a

particular date such share shall rank for dividend

accordingly.

Dividends in proportion to

amount paid-up.

158. The Board of Directors may retain the dividend payable

upon shares in respect of which any person under Articles

has become entitled to be a member, or any person under

that Article is entitled to transfer, until such person

becomes a member, in respect of such shares or shall duly

Retention of dividends until

completion of transfer under

Articles .

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Sr. No Particulars

transfer the same.

159. No member shall be entitled to receive payment of any

interest or dividend or bonus in respect of his share or

shares, whilst any money may be due or owing from him to

the Company in respect of such share or shares (or

otherwise however, either alone or jointly with any other

person or persons) and the Board of Directors may deduct

from the interest or dividend payable to any member all

such sums of money so due from him to the Company.

No Member to receive

dividend whilst indebted to

the company and the

Company‟s right of

reimbursement thereof.

160. A transfer of shares does not pass the right to any dividend

declared thereon before the registration of the transfer.

Effect of transfer of shares.

161. Any one of several persons who are registered as joint

holders of any share may give effectual receipts for all

dividends or bonus and payments on account of dividends

in respect of such share.

Dividend to joint holders.

162. a) Any dividend, interest or other monies payable in cash

in respect of shares may be paid by cheque or warrant

sent through the post directed to the registered address

of the holder or, in the case of joint holders, to the

registered address of that one of the joint holders who is

first named on the register of members, or to such

person and to such address as the holder or joint holders

may in writing direct.

b) Every such cheque or warrant shall be made payable to

the order of the person to whom it is sent.

Dividends how remitted.

163. Notice of any dividend that may have been declared shall

be given to the persons entitled to share therein in the

manner mentioned in the Act.

Notice of dividend.

164. No unclaimed dividend shall be forfeited before the claim

becomes barred by law and no unpaid dividend shall bear

interest as against the Company.

No interest on Dividends.

CAPITALIZATION

165. (1) The Company in General Meeting may, upon the

recommendation of the Board, resolve:

(a) that it is desirable to capitalize any part of the amount

for the time being standing to the credit of any of the

Company‘s reserve accounts, or to the credit of the

Profit and Loss account, or otherwise available for

distribution; and

(b) that such sum be accordingly set free for distribution

in the manner specified in clause (2) amongst the

members who would have been entitled thereto, if

distributed by way of dividend and in the same

proportions.

(2) The sums aforesaid shall not be paid in cash but shall

be applied subject to the provisions contained in

Capitalization.

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clause (3) either in or towards:

(i) paying up any amounts for the time being unpaid on

any shares held by such members respectively;

(ii) paying up in full, unissued shares of the Company to

be allotted and distributed, credited as fully paid up, to

and amongst such members in the proportions

aforesaid; or

(iii) partly in the way specified in sub-clause (i) and partly

in that specified in sub-clause (ii).

(3) A Securities Premium Account and Capital

Redemption Reserve Account may, for the purposes

of this regulation, only be applied in the paying up of

unissued shares to be issued to members of the

Company and fully paid bonus shares.

(4) The Board shall give effect to the resolution passed by

the Company in pursuance of this regulation.

166. (1) Whenever such a resolution as aforesaid shall have

been passed, the Board shall —

(a) make all appropriations and applications of the

undivided profits resolved to be capitalized thereby

and all allotments and issues of fully paid shares, if

any, and

(b) generally to do all acts and things required to give

effect thereto.

(2) The Board shall have full power -

(a) to make such provision, by the issue of fractional

certificates or by payment in cash or otherwise as it

thinks fit, in case of shares becoming distributable in

fractions; and also

(b) to authorise any person to enter, on behalf of all the

members entitled thereto, into an agreement with the

Company providing for the allotment to them

respectively, credited as fully paid up, of any further

shares to which they may be entitled upon such

capitalization, or (as the case may require) for the

payment by the Company on their behalf, by the

application thereto of their respective proportions, of

the profits resolved to be capitalized, of the amounts

or any part of the amounts remaining unpaid on their

existing shares.

(3) Any agreement made under such authority shall be

effective and binding on all such members.

(4) That for the purpose of giving effect to any resolution,

under the preceding paragraph of this Article, the

Directors may give such directions as may be

Fractional Certificates.

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necessary and settle any questions or difficulties that

may arise in regard to any issue including distribution

of new equity shares and fractional certificates as they

think fit.

167. (1) The books containing the minutes of the proceedings

of any General Meetings of the Company shall be

open to inspection of members without charge on such

days and during such business hours as may

consistently with the provisions of Section 119 of the

Act be determined by the Company in General

Meeting and the members will also be entitled to be

furnished with copies thereof on payment of regulated

charges.

(2) Any member of the Company shall be entitled to be

furnished within seven days after he has made a

request in that behalf to the Company with a copy of

any minutes referred to in sub-clause (1) hereof on

payment of Rs. 10 per page or any part thereof.

Inspection of Minutes Books

of General Meetings.

168. a) The Board shall from time to time determine whether

and to what extent and at what times and places and

under what conditions or regulations, the accounts and

books of the company, or any of them, shall be open to

the inspection of members not being directors.

b) No member (not being a director) shall have any right

of inspecting any account or book or document of the

company except as conferred by law or authorised by

the Board or by the company in general meeting.

Inspection of Accounts

FOREIGN REGISTER

169. The Company may exercise the powers conferred on it by

the provisions of the Act with regard to the keeping of

Foreign Register of its Members or Debenture holders, and

the Board may, subject to the provisions of the Act, make

and vary such regulations as it may think fit in regard to the

keeping of any such Registers.

Foreign Register.

DOCUMENTS AND SERVICE OF NOTICES

170. Any document or notice to be served or given by the

Company be signed by a Director or such person duly

authorised by the Board for such purpose and the signature

may be written or printed or lithographed.

Signing of documents &

notices to be served or given.

171. Save as otherwise expressly provided in the Act, a

document or proceeding requiring authentication by the

company may be signed by a Director, the Manager, or

Secretary or other Authorised Officer of the Company and

need not be under the Common Seal of the Company.

Authentication of

documents and proceedings.

WINDING UP

172. Subject to the provisions of Chapter XX of the Act and

rules made thereunder—

(i) If the company shall be wound up, the liquidator may,

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Sr. No Particulars

with the sanction of a special resolution of the company and

any other sanction required by the Act, divide amongst the

members, in specie or kind, the whole or any part of the

assets of the company, whether they shall consist of

property of the same kind or not.

(ii) For the purpose aforesaid, the liquidator may set such

value as he deems fair upon any property to be divided as

aforesaid and may determine how such division shall be

carried out as between the members or different classes of

members.

(iii) The liquidator may, with the like sanction, vest the

whole or any part of such assets in trustees upon such trusts

for the benefit of the contributories if he considers

necessary, but so that no member shall be compelled to

accept any shares or other securities whereon there is any

liability.

INDEMNITY

173. Subject to provisions of the Act, every Director, or Officer

or Servant of the Company or any person (whether an

Officer of the Company or not) employed by the Company

as Auditor, shall be indemnified by the Company against

and it shall be the duty of the Directors to pay, out of the

funds of the Company, all costs, charges, losses and

damages which any such person may incur or become liable

to, by reason of any contract entered into or act or thing

done, concurred in or omitted to be done by him in any way

in or about the execution or discharge of his duties or

supposed duties (except such if any as he shall incur or

sustain through or by his own wrongful act neglect or

default) including expenses, and in particular and so as not

to limit the generality of the foregoing provisions, against

all liabilities incurred by him as such Director, Officer or

Auditor or other officer of the Company in defending any

proceedings whether civil or criminal in which judgment is

given in his favor, or in which he is acquitted or in

connection with any application under Section 463 of the

Act on which relief is granted to him by the Court.

Directors‟ and others right

to indemnity.

174. Subject to the provisions of the Act, no Director, Managing

Director or other officer of the Company shall be liable for

the acts, receipts, neglects or defaults of any other Directors

or Officer, or for joining in any receipt or other act for

conformity, or for any loss or expense happening to the

Company through insufficiency or deficiency of title to any

property acquired by order of the Directors for or on behalf

of the Company or for the insufficiency or deficiency of

Not responsible for acts of

others

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any security in or upon which any of the moneys of the

Company shall be invested, or for any loss or damage

arising from the bankruptcy, insolvency or tortuous act of

any person, company or corporation, with whom any

moneys, securities or effects shall be entrusted or deposited,

or for any loss occasioned by any error of judgment or

oversight on his part, or for any other loss or damage or

misfortune whatever which shall happen in the execution of

the duties of his office or in relation thereto, unless the

same happens through his own dishonesty.

SECRECY

175. (a) Every Director, Manager, Auditor, Treasurer, Trustee,

Member of a Committee, Officer, Servant, Agent,

Accountant or other person employed in the business

of the company shall, if so required by the Directors,

before entering upon his duties, sign a declaration

pleading himself to observe strict secrecy respecting

all transactions and affairs of the Company with the

customers and the state of the accounts with

individuals and in matters relating thereto, and shall

by such declaration pledge himself not to reveal any

of the matter which may come to his knowledge in the

discharge of his duties except when required so to do

by the Directors or by any meeting or by a Court of

Law and except so far as may be necessary in order to

comply with any of the provisions in these presents

contained.

Secrecy

(b) No member or other person (other than a Director) shall

be entitled to enter the property of the Company or to

inspect or examine the Company's premises or

properties or the books of accounts of the Company

without the permission of the Board of Directors of

the Company for the time being or to require

discovery of or any information in respect of any

detail of the Company's trading or any matter which is

or may be in the nature of trade secret, mystery of

trade or secret process or of any matter whatsoever

which may relate to the conduct of the business of the

Company and which in the opinion of the Board it

will be inexpedient in the interest of the Company to

disclose or to communicate.

Access to property

information etc.

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SECTION IX – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on

by our Company or contracts entered into more than two (2) years before the date of filing of this

Draft Prospectus) which are or may be deemed material have been entered or are to be entered into by

our Company. These contracts, copies of which will be attached to the copy of the Prospectus will be

delivered to the RoC for registration and also the documents for inspection referred to hereunder, may

be inspected at the Registered Office of our Company located at Off No.1006, 10th Floor, Hubtown

Solaris, N.S Phadke Road, Saiwadi, Near Gokhle Fly Over, Andheri(E), Mumbai- 400069,

Maharashtra, India from date of filing the Prospectus with Registrar of Companies on working days

from 10.00 a.m. to 5.00 p.m.

Material Contracts

1. Issue Agreement dated May 22, 2017 between our Company and the Lead Manager.

2. Agreement dated May 22, 2017 between our Company and Bigshare Services Private Limited,


3. Underwriting Agreement dated May 22, 2017 between our Company and Underwriter viz. Lead

Manager.

4. Market Making Agreement dated May 22, 2017 between our Company, Market Maker and the

Lead Manager.

5. Public Issue Banker/Banker to the Issue and Refund Banker to the Issue Agreement dated May 22,

2017 amongst our Company, the Lead Manager, Public Issue Bank/ Banker to the Issue and the


6. Tripartite agreement among the NSDL, our Company and Registrar to the Issue dated [●]

7. Tripartite agreement among the CDSL, our Company and Registrar to the Issue dated [●]

Material Documents

1. Certified true copy of the Memorandum and Articles of Association of our Company including

certificates of incorporation.

2. Resolution of the Board dated May 22, 2017 authorizing the Issue

3. Special Resolution of the shareholders passed at the EGM dated [] authorizing the Issue.

4. Statement of Tax Benefits dated April 4, 2017 issued by our Peer Reviewed Auditor, CPM &

Associates, Chartered Accountants

5. Report of the Peer Reviewed Auditor, CPM & Associates, Chartered Accountants dated June 30,

2017 on the Restated Financial Statements for the period December 31, 2016 and financial year

ended as on March 31, 2016, 2015, 2014, 2013 & 2012 of our Company.

6. Consents of Promoter, Directors, Lenders, Company Secretary and Compliance Officer, Chief

Financial Officer, Statutory Auditor, Peer Reviewed Auditor, Legal Advisor to the Issue, the Lead

Manager, Registrar to the Issue, Underwriter, Market Maker, Bankers to the Issue to act in their

respective capacities.

7. Copy of approval from BSE Limited vide letter dated [●], to use the name of BSE in this offer

document for listing of Equity Shares on SME Platform of BSE Limited.

8. Due Diligence Certificate dated June 30, 2017 from Lead Manager to BSE Limited.

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SECTION X - DECLARATION

We, the under signed, hereby certify and declare that, all relevant provisions of the Companies Act

and the rules, regulations and guidelines issued by the Government of India or the regulations /

guidelines issued by SEBI, as the case may be, have been complied with and no statement made in the

Draft Prospectus is contrary to the provisions of the Companies Act, the Securities and Exchange

Board of India Act, 1992 or rules made there under or regulations / guidelines issued, as the case may

be. We further certify that all the disclosures and statements made in the Draft Prospectus are true and

correct.

Signed by all the Directors, Chief Financial Officer and Company Secretary and Compliance Officer

of our Company

Name and designation Signature

Prakash Wadhwani

Managing Director

Sd/-


Chairman and Whole time Director

Sd/-

Geeta Wadhwani

Non Executive Director

Sd/-

Aleem Akolawala

Independent Director

Sd/-

Aavesh Jhunjhunwala

Independent Director

Sd/-

Signed by Chief Financial Officer and Company Secretary and Compliance Officer of the Company

_________________ _____________________

Jyotica Bajaj Namrata Batavia

Chief Financial Officer Company Secretary & Compliance Officer

Place: Napur

Date: June 18, 2017

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ANNEXURE A

DISCLOSURE OF PRICE INFORMATION OF PAST ISSUES HANDLED BY PANTOMATH CAPITAL ADVISORS PRIVATE LIMITED

Sr.

No Issue Name

Issue

Size

(Cr)

Issue

Price

(Rs.)

Listing date

Opening

price on

listing date

+/- % change in

closing price, [+/-

% change in

closing

benchmark]- 30th

calendar days

from listing

+/- % change in

closing price, [+/-

% change in

closing

benchmark]- 90th

calendar days

from listing

+/- % change in

closing price, [+/-

% change in

closing

benchmark]-

180th calendar

days from listing

1. Maheshwari Logistics

Limited 27.17. 68 January 16, 2017 71.80 5.51% (0.97%) 38.97% (8.64%) Not Applicable

2. Madhav Copper Limited 4.48 81 February 06, 2017 90.50 55.86% (1.66%) 132.84% (5.83%) Not Applicable

3. Chemcrux Enterprises

Limited 2.40 18 March 28, 2017 21.60 117.22 (2.46%) 97.22% (5.88%) Not Applicable

4. Manomay Tex India

Limited 11.41 30 March 28, 2017 32.40 13.33% (2.46%) 13.67% (5.88%) Not Applicable

5. Oceanic Foods Limited 6.50 65 March 31, 2017 65.00 50.77% (1.02%) 64.62% (4.10%) Not Applicable

6. Euro India Fresh Foods

Limited 51.26 78 March 31, 2017 82.40 15.19% (1.53%) 34.49% (3.46%) Not Applicable

7. Bohra Industries

Limited 25.15 55 April 05, 2017 56.20 -0.82% (1.02%) Not Applicable Not Applicable

8. Creative Peripherals and

Distribution Limited 13.50 75 April 12, 2017 83.25 72.67% (2.62%) Not Applicable Not Applicable

9. Panache Digilife

Limited 14.58 81 April 25, 2017 84.00 14.20% (0.58%) Not Applicable Not Applicable

10. Zota Health Care

Limited 58.50 125 May 10, 2017 140.40 6.64% (2.25%) Not Applicable Not Applicable

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Sources: All share price data is from www.bseindia.com and www.nseindia.com

Note:-

1. The BSE Sensex and CNX Nifty are considered as the Benchmark Index

2. Prices on BSE/NSE are considered for all of the above calculations

3. In case 30th/90

th/180

th day is not a trading day, closing price on BSE/NSE of the next trading day has been considered

4. In case 30th/90

th/180

th days, scrips are not traded then last trading price has been considered.

5. As per SEBI Circular No. CIR/CFD/DIL/7/2015 dated October 30, 2015, the above table should reflect maximum 10 issues (Initial Public Offers)

managed by the lead manager. Hence, disclosures pertaining to recent 10 issues handled by the lead manager are provided.


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SUMMARY STATEMENT OF DISCLOSURE

Financial

year

Total no.

of IPO

Total

funds

raised

(Rs.

Cr)

Nos of IPOs trading at

discount on 30th

Calendar

day from listing date


premium on 30th

Calendar

day from listing date


discount on 180th

Calendar day from listing

date


premium on 180th

Calendar day from listing

date

Over

50%

Between

25-50%

Less

than

25%

Over

50%

Between

25-50%

Less

than

25%

Over

50%

Between

25-50%

Less

than

25%

Over

50%

Between

25-50%

Less

than

25%

15-16 ***9 54.01 - - 1 3 2 3 - 1 1 4 3 -

16-17 ****24##$ 204.56 - - 5 6 3 9 - 1 5 6 1 5

17-18 *****4$$ 111.72 - - 1 1 - 1 - - - - - -

***The scripts of Filtra Consultants and Engineers Limited, Ambition Mica Limited, Jiya Eco Products Limited, M.D. Inducto Cast Limited, Majestic

Research Services and Solutions Limited, Mangalam Seeds Limited, Sri Krishna Constructions (India) Limited, Patdiam Jewellery Limited and Vidli

Restaurants Limited were listed on April 15, 2015, July 14, 2015, July 16, 2015, July 16, 2015, July 16, 2 015, August 12, 2015, October 01, 2015, October

16, 2015 and February 15, 2016 respectively.

****The scripts Ruby Cables Limited, Sysco Industries Limited, Lancer Containers Lines Limited, Yash Chemex Limited, Titaanium Ten Enterprise

Limited, Commercial Syn Bags Limited, Shiva Granito Export Limited, Sprayking Agro Equipment Limited, Narayani Steels Limited, Nandani Creation

Limited, DRA Consultant Limited, Gretex Industries Limited, Sakar Health Care Limited, Bindal Exports Limited, Mewar Hi-Tech Engineering Limited,

Shashijit Infraprojects Limited, Agro Phos (India) Limited, Majestic Research Services and Solutions Limited, Maheshwari Logistics Limited, Madhav

Copper Limited, Chemcrux Enterprises Limited, Manomay Tex India Limited, Oceanic Foods Limited and Euro India Fresh Foods Limited were listed on

April 13, 2016, April 13, 2016, April 13, 2016, June 20, 2016, July 14, 2016, July 14, 2016, September 06, 2016, September 14, 2016, September 14, 2016,

October 10, 2016, October 13, 2016, October 14, 2016, October 14, 2016, October 17, 2016, October 17, 2016, October 17, 2016, November 16, 2016

December 14, 2016, January 16, 2017, February 06, 2017, March 28, 2017, March 28, 2017, March 31, 2017 and March 31, 2017 respectively.

##The Scripts of Maheshwari Logistics Limited, Madhav Copper Limited, Chemcrux Enterprises Limited, Manomay Tex India Limited, Oceanic Foods

Limited and Euro India Fresh Foods Limited have not completed 180 Days, 180 Days, 180 Days, 180 Days, 180 Days and 180 Days respectively from the

date of listing.

*****The scripts Bohra Industries Limited, Creative Peripherals and Distribution Limited, Panache Digilife Limited and Zota Health Care Limited were

listed on April 05, 2017, April 12, 2017, April 25, 2017 and May 10, 2017 respectively.

$$ The scripts of Bohra Industries Limited, Creative Peripherals and Distribution Limited, Panache Digilife Limited and Zota Health Care Limited have not

completed 180 Days each from the date of listing.

[•] ISSUE CLOSES ON - Farmico Cold Chain & Logistics

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Transcript of [•] ISSUE CLOSES ON - Farmico Cold Chain & Logistics